Komori
Share Issuance and Disposal5026TRIPLEIZE CO.,LTD.Information and Communications, Services and Others

Notice Concerning the Acquisition and Cancellation of Paid Stock Options

The Company resolved to acquire all outstanding Series 5 to Series 7 stock acquisition rights previously issued, without consideration, on 26 June 2026 and cancel them immediately thereafter. This will avoid potential dilution from mandatory exercise.

Worth reading
39Recurring
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
831600
Shares (number of potential shares underlying the stock acquisition rights subject to acquisition and cancellation)
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Acquisition and cancellation of paid stock options (stock acquisition rights)

発行・処分する株式数

Series 5: 155,400 rights (number of potential shares not stated); Series 6: 410,600 rights (number of potential shares not stated); Series 7: 265,600 rights (number of potential shares not stated)

Terms of the stock acquisition rights
Exercise price
Series 5 and Series 6: ¥1,405. Series 7: ¥1,218. The mandatory exercise clauses provide that the average closing share price over 21 consecutive business days must be below ¥562 for Series 5, ¥422 for Series 6 and ¥365 for Series 7. The floor under the adjustment provisions is Not disclosed.
Number of Stock Acquisition Rights
Total issued: Series 5, 168,150 rights; Series 6, 446,350 rights; Series 7, 353,400 rights. Number acquired and cancelled: Series 5, 155,400 rights; Series 6, 410,600 rights; Series 7, 265,600 rights. Remaining rights not acquired: Series 5, 12,750 rights; Series 6, 35,750 rights; Series 7, 87,800 rights.
Reason for acquisition without consideration
Under the issuance terms, all remaining Series 5 to Series 7 stock acquisition rights will be acquired without consideration on 26 June 2026 and cancelled immediately thereafter.
Basis for determining the amount to be paid
The Company obtained a valuation report from an external valuation firm and issued the paid stock options at an appropriate amount based on the report, while determining the issue price under its own responsibility.
Procedures under the Corporate Code of Conduct
The Company's legal adviser has confirmed that the acquisition without consideration follows lawful and appropriate procedures.
Impact on Business Performance
The impact on consolidated results for the fiscal year ending August 2026 will be immaterial.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalAcquisition and cancellation of paid stock options (stock acquisition rights)
Number of shares to be issued or disposed ofSeries 5: 155,400 rights (number of potential shares not stated); Series 6: 410,600 rights (number of potential shares not stated); Series 7: 265,600 rights (number of potential shares not stated)
Basis for determining the amount to be paidThe Company obtained a valuation report from an external valuation firm and issued the paid stock options at an appropriate amount based on the report, while determining the issue price under its own responsibility.
Exercise priceSeries 5 and Series 6: ¥1,405. Series 7: ¥1,218. The mandatory exercise clauses provide that the average closing share price over 21 consecutive business days must be below ¥562 for Series 5, ¥422 for Series 6 and ¥365 for Series 7. The floor under the adjustment provisions is Not disclosed.
Number of Stock Acquisition RightsTotal issued: Series 5, 168,150 rights; Series 6, 446,350 rights; Series 7, 353,400 rights. Number acquired and cancelled: Series 5, 155,400 rights; Series 6, 410,600 rights; Series 7, 265,600 rights. Remaining rights not acquired: Series 5, 12,750 rights; Series 6, 35,750 rights; Series 7, 87,800 rights.
Reason for acquisition without considerationUnder the issuance terms, all remaining Series 5 to Series 7 stock acquisition rights will be acquired without consideration on 26 June 2026 and cancelled immediately thereafter.
Procedures under the Corporate Code of ConductThe Company's legal adviser has confirmed that the acquisition without consideration follows lawful and appropriate procedures.
Impact on Business PerformanceThe impact on consolidated results for the fiscal year ending August 2026 will be immaterial.
Items this document does not state (20)
Issue price and disposal priceTotal issue valueAmount of funds to be raisedEstimated issuance expensesSpecific use of fundsPayment dateIntended allotteeIntended allottee's holding policyDilution RateTotal number of issued sharesExercise periodTransfer restriction periodConditions for lifting transfer restrictionsCategories and Number of Persons CoveredTotal 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.

The likelihood that the share price would fall below the mandatory exercise thresholds had increased, making the risk of officers and employees adopting management decisions excessively focused on the short-term share price, due to the gap between the exercise price and the market price, as well as the risk of personnel outflows, both realistic and significant. The Company determined that avoiding the potential risk of share dilution and maintaining an environment in which officers and employees can focus on medium- to long-term business growth would best serve the common interests of shareholders.

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Notice Concerning the Acquisition and Cancellation of Paid Stock Options | TRIPLEIZE CO.,LTD. (5026) timely disclosure | Komori