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Share Issuance and Disposal4419Finatext Holdings Ltd.Information and Communications, Services and Others

Notice Concerning the Issuance of New Share Subscription Rights (Paid Stock Options)

The Company has resolved to issue 9,000 paid stock acquisition rights to directors and employees of the Company and its subsidiaries. The exercise conditions include consolidated EBITDA exceeding ¥10 billion for the fiscal year ending March 2029. If all the rights are exercised, the number of shares outstanding will increase by the equivalent of 1.7%.

Worth reading
63In 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
% (increase as a percentage of shares outstanding)
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of stock acquisition rights for subscription (paid stock options)

Intended allottee
Name 3 directors of the Company / Number of Shares 1,500 rights (equivalent to 150,000 shares), Name 1 employee of the Company / Number of Shares 500 rights (equivalent to 50,000 shares), Name 8 directors of the Company's subsidiaries / Number of Shares 4,000 rights (equivalent to 400,000 shares), Name 6 employees of the Company's subsidiaries / Number of Shares 3,000 rights (equivalent to 300,000 shares)
Total issue value

¥900,000 (9,000 rights × ¥100)

Amount of funds to be raised
Total amount paid in: ¥900,000; estimated net proceeds: Not disclosed
発行済株式総数

1.7% (the increase in shares if all rights are exercised as a percentage of the 51,898,340 shares outstanding)

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 ¥998 per share. Adjustment provisions apply in the event of a stock split or consolidation, an issuance of new shares or disposal of treasury shares below market value, a corporate reorganization or other similar events. No floor price was stated.
Exercise period
From 1 July 2029 to 30 June 2031
Number of Stock Acquisition Rights
Total issued: 9,000 rights; rights remaining unexercised: Not disclosed
Reason for acquisition without consideration
The Company may acquire all of the rights without consideration on a date specified by the Company if approval by a shareholders meeting or other approval relating to a merger or similar transaction has been obtained. The Company may also acquire the rights without consideration if they become unexercisable under the exercise conditions before exercise.
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
The acquisition of stock acquisition rights by transfer requires the approval of the Company's Board of Directors. No period was stated as a condition for lifting the transfer restriction.
Categories and Number of Persons Covered
3 Company directors, 1,500 rights; 1 Company employee, 500 rights; 8 directors of the Company's subsidiaries, 4,000 rights; 6 employees of the Company's subsidiaries, 3,000 rights
Payment date
30 April 2026
Basis for determining the amount to be paid
The issue price was determined with reference to a valuation by 株式会社プルータス・コンサルティング based on a Monte Carlo simulation using a closing price of ¥998 on 13 April 2026, 5.2 years to maturity, an exercise price of ¥998, volatility of 52.44%, a dividend yield of 0%, a risk-free interest rate of 1.875%, and performance conditions, among other assumptions. No discount or premium rate was stated.
Procedures under the Corporate Code of Conduct
The rights will be issued for consideration at fair value and on terms that are not especially favorable, so the issuance will be carried out without shareholder approval. The issue price was determined with reference to a valuation by the third-party valuation institution 株式会社プルータス・コンサルティング.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of stock acquisition rights for subscription (paid stock options)
Issue price and disposal price¥100 per Stock Acquisition Right
Total issue value¥900,000 (9,000 rights × ¥100)
Amount of funds to be raisedTotal amount paid in: ¥900,000; estimated net proceeds: Not disclosed
Payment date30 April 2026
Intended allotteeName 3 directors of the Company / Number of Shares 1,500 rights (equivalent to 150,000 shares), Name 1 employee of the Company / Number of Shares 500 rights (equivalent to 50,000 shares), Name 8 directors of the Company's subsidiaries / Number of Shares 4,000 rights (equivalent to 400,000 shares), Name 6 employees of the Company's subsidiaries / Number of Shares 3,000 rights (equivalent to 300,000 shares)
Dilution Rate1.7% (the increase in shares if all rights are exercised as a percentage of the 51,898,340 shares outstanding)
Total number of issued shares51,898,340 shares → Not disclosed
Basis for determining the amount to be paidThe issue price was determined with reference to a valuation by 株式会社プルータス・コンサルティング based on a Monte Carlo simulation using a closing price of ¥998 on 13 April 2026, 5.2 years to maturity, an exercise price of ¥998, volatility of 52.44%, a dividend yield of 0%, a risk-free interest rate of 1.875%, and performance conditions, among other assumptions. No discount or premium rate was stated.
Exercise priceThe initial exercise price is ¥998 per share. Adjustment provisions apply in the event of a stock split or consolidation, an issuance of new shares or disposal of treasury shares below market value, a corporate reorganization or other similar events. No floor price was stated.
Exercise periodFrom 1 July 2029 to 30 June 2031
Number of Stock Acquisition RightsTotal issued: 9,000 rights; rights remaining unexercised: Not disclosed
Conditions for lifting transfer restrictionsThe acquisition of stock acquisition rights by transfer requires the approval of the Company's Board of Directors. No period was stated as a condition for lifting the transfer restriction.
Reason for acquisition without considerationThe Company may acquire all of the rights without consideration on a date specified by the Company if approval by a shareholders meeting or other approval relating to a merger or similar transaction has been obtained. The Company may also acquire the rights without consideration if they become unexercisable under the exercise conditions before exercise.
Categories and Number of Persons Covered3 Company directors, 1,500 rights; 1 Company employee, 500 rights; 8 directors of the Company's subsidiaries, 4,000 rights; 6 employees of the Company's subsidiaries, 3,000 rights
Procedures under the Corporate Code of ConductThe rights will be issued for consideration at fair value and on terms that are not especially favorable, so the issuance will be carried out without shareholder approval. The issue price was determined with reference to a valuation by the third-party valuation institution 株式会社プルータス・コンサルティング.
Items this document does not state (12)
Number of shares to be issued or disposed ofEstimated issuance expensesSpecific use of fundsIntended allottee's holding policyTransfer restriction periodTotal 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 increase the motivation and morale of the eligible recipients and strengthen the unity of the Group toward medium- to long-term earnings growth and increased corporate value. The Company explains that making consolidated EBITDA exceed ¥10 billion for the fiscal year ending March 2029 an exercise condition, and achieving this target, will contribute to increasing corporate and shareholder value.

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Notice Concerning the Issuance of New Share Subscription Rights (Paid Stock Options) | Finatext Holdings Ltd. (4419) timely disclosure | Komori