Worth reading
51Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Neutral
Direction inferred from the company’s description.Scale
1428000
SharesWording
Definitive
How definitive the wording is.Details of issuance or disposal
Issuance of stock acquisition rights for subscription (paid stock options)
Who receives how much
1,428,000 common shares (14,280 share acquisition rights, 100 shares per right)
4 directors of the Company778,000 shares (7,780 share acquisition rights)
6 directors of the Company’s subsidiaries650,000 shares (6,500 share acquisition rights)
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.
¥2,402 per share acquisition right
Total issue value
¥34,300,560 (14,280 rights × ¥2,402, if all rights are subscribed for)
発行済株式総数
Up to approximately 2.99% (based on 47,803,815 shares, calculated by deducting treasury shares from the total number of issued shares as of the date of the issuance resolution)
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 ¥229 per share. Adjustment provisions apply in the event of a share split or consolidation, the issuance of new shares or disposal of treasury shares at a price below market value, a corporate reorganisation or other such events. The floor for adjustments is Not disclosed.
Exercise period
From 1 July 2027 to 30 June 2034
Number of Stock Acquisition Rights
Total issued: 14,280 share acquisition rights. The number of outstanding unexercised rights is Not disclosed.
Reason for acquisition without consideration
If prescribed approvals or other requirements are met for a corporate reorganisation, including a merger, company split or share exchange, if the rights become unexercisable, or if a cash-out event occurs, such as the completion of a tender offer or squeeze-out procedures, all or part of the remaining rights may be acquired without consideration.
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
Depending on the conditions relating to consolidated operating profit and the share price, 55%, 65%, 75%, 90% or 100% may be exercised. If, by 30 June 2027, the average closing price over the preceding 42 trading days falls below 50% of the exercise price even once, the remaining unexercised rights will become unexercisable. Continued employment and other conditions also apply.
Categories and Number of Persons Covered
Category Directors of the Company / Number of Employees 4 / Number of allocated shares 778,000 shares (7,780 share acquisition rights), Category Directors of the company's subsidiaries / Number of Employees 6 / Number of allocated shares 650,000 shares (6,500 share acquisition rights)
Intended allottee's holding policy
The transfer of the stock acquisition rights requires approval by the Company's Board of Directors. Other holding policy and lock-up: Not disclosed.
Payment date
11 December 2026
Basis for determining the amount to be paid
¥2,402 per share acquisition right. Determined based on the valuation calculated by 株式会社Stewart McLaren using a Monte Carlo simulation. The exercise price is ¥229, the closing price for regular trading on the Tokyo Stock Exchange on 28 October 2026. The discount rate and premium rate are Not disclosed.
Procedures under the Corporate Code of Conduct
Implemented without obtaining shareholder approval. It was determined that the paid issuance, based on fair value, did not constitute particularly favourable terms. A valuation was obtained from 株式会社Stewart McLaren as an independent valuation institution.
Impact on Business Performance
The impact of the issuance of these share acquisition rights on performance is Not disclosed. The maximum dilution is approximately 2.99%, which is stated to be considered within a reasonable range.
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance of stock acquisition rights for subscription (paid stock options) |
| Number of shares to be issued or disposed of | 1,428,000 common shares (14,280 share acquisition rights, 100 shares per right) |
| Issue price and disposal price | ¥2,402 per share acquisition right |
| Total issue value | ¥34,300,560 (14,280 rights × ¥2,402, if all rights are subscribed for) |
| Payment date | 11 December 2026 |
| Intended allottee | Name 4 directors of the Company / Number of Shares 778,000 shares (7,780 share acquisition rights), Name 6 directors of the Company’s subsidiaries / Number of Shares 650,000 shares (6,500 share acquisition rights) |
| Intended allottee's holding policy | The transfer of the stock acquisition rights requires approval by the Company's Board of Directors. Other holding policy and lock-up: Not disclosed. |
| Dilution Rate | Up to approximately 2.99% (based on 47,803,815 shares, calculated by deducting treasury shares from the total number of issued shares as of the date of the issuance resolution) |
| Basis for determining the amount to be paid | ¥2,402 per share acquisition right. Determined based on the valuation calculated by 株式会社Stewart McLaren using a Monte Carlo simulation. The exercise price is ¥229, the closing price for regular trading on the Tokyo Stock Exchange on 28 October 2026. The discount rate and premium rate are Not disclosed. |
| Exercise price | The initial exercise price is ¥229 per share. Adjustment provisions apply in the event of a share split or consolidation, the issuance of new shares or disposal of treasury shares at a price below market value, a corporate reorganisation or other such events. The floor for adjustments is Not disclosed. |
| Exercise period | From 1 July 2027 to 30 June 2034 |
| Number of Stock Acquisition Rights | Total issued: 14,280 share acquisition rights. The number of outstanding unexercised rights is Not disclosed. |
| Conditions for lifting transfer restrictions | Depending on the conditions relating to consolidated operating profit and the share price, 55%, 65%, 75%, 90% or 100% may be exercised. If, by 30 June 2027, the average closing price over the preceding 42 trading days falls below 50% of the exercise price even once, the remaining unexercised rights will become unexercisable. Continued employment and other conditions also apply. |
| Reason for acquisition without consideration | If prescribed approvals or other requirements are met for a corporate reorganisation, including a merger, company split or share exchange, if the rights become unexercisable, or if a cash-out event occurs, such as the completion of a tender offer or squeeze-out procedures, all or part of the remaining rights may be acquired without consideration. |
| Categories and Number of Persons Covered | Category Directors of the Company / Number of Employees 4 / Number of allocated shares 778,000 shares (7,780 share acquisition rights), Category Directors of the company's subsidiaries / Number of Employees 6 / Number of allocated shares 650,000 shares (6,500 share acquisition rights) |
| Procedures under the Corporate Code of Conduct | Implemented without obtaining shareholder approval. It was determined that the paid issuance, based on fair value, did not constitute particularly favourable terms. A valuation was obtained from 株式会社Stewart McLaren as an independent valuation institution. |
| Impact on Business Performance | The impact of the issuance of these share acquisition rights on performance is Not disclosed. The maximum dilution is approximately 2.99%, which is stated to be considered within a reasonable range. |
Items this document does not state (11)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsTotal number of issued sharesTransfer restriction periodTotal Stock-Based CompensationUnderwriter / 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 directors’ motivation and morale to achieve performance targets and promote the sharing of value with shareholders, as an incentive scheme supporting the achievement of the medium-term management plan and the enhancement of corporate value over the medium to long term. Conditions based on consolidated operating profit and the share price will be set so that shareholders share in the benefits of improved performance and a higher share price.
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.