Komori
Share Issuance and Disposal5532REALGATE INC.Real Estate

Notice Concerning the Issuance of Paid Stock Acquisition Rights (Paid Stock Options)

The company resolved to issue paid Ninth and Tenth Series Stock Acquisition Rights to 3 directors and 18 employees. The exercisable percentage will be determined based on the level of operating profit achieved, and full exercise would increase the number of shares by the equivalent of 2.6% of the total number of shares issued.

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68In focus
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Direction
Neutral
Direction inferred from the company’s description.
Scale
2.6
% (increase as a percentage of shares outstanding)
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of stock acquisition rights offered by subscription (paid stock options; Ninth and Tenth Series Stock Acquisition Rights)

Who receives how much

Ninth Series: 147,500 shares (1,475 rights × 100 shares); Tenth Series: 18,700 shares (187 rights × 100 shares)

3 directors of the Company147,500 shares (1,475 rights)
18 employees of the company18,700 shares (187 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.

¥100 per stock acquisition right
Total issue value

Ninth Series: ¥147,500; Tenth Series: ¥18,700; total: ¥166,200

Amount of funds to be raised
Total payment amount: ¥166,200. Estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Not applicable (the rights are paid subscriptions based on individual investment decisions, rather than compensation)
発行済株式総数

If all rights are exercised, common shares equivalent to 2.6% of the total number of shares issued will be added

2.6% (increase as a percentage of the total number of shares issued if all rights are exercised)

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
Initial exercise price: ¥3,525 per share. Adjustment provisions apply in the event of a share split or consolidation, an issuance of new shares or disposal of treasury shares below market value, and other events. Lower limit of adjustment: Not disclosed
Exercise period
Ninth Series: from 1 January 2032 through 31 October 2040. Tenth Series: from 1 January 2028 through 31 October 2036
Number of Stock Acquisition Rights
Total issued: 1,475 rights for the Ninth Series and 187 rights for the Tenth Series. Unexercised balance: Not disclosed
Reason for acquisition without consideration
If approval or other authorization is granted for a merger, company split, share exchange or similar transaction, or if a stock acquisition rights holder becomes unable to exercise the rights under the exercise conditions, the company may acquire the relevant stock acquisition rights without consideration on a date determined by the Board of Directors
Categories and Number of Persons Covered
3 company directors: 1,475 Ninth Series rights (147,500 shares). 18 company employees: 187 Tenth Series rights (18,700 shares)
Payment date
26 November 2026
Basis for determining the amount to be paid
The issue price of the stock acquisition rights was determined with reference to a valuation calculated by an independent valuation institution using a Monte Carlo simulation that took into account share price information and other factors. The exercise price is the Tokyo Stock Exchange closing price of ¥3,525 on 26 October 2026. Discount rate and premium rate: Not disclosed
Procedures under the Corporate Code of Conduct
Because the rights will be issued for consideration on terms that are not particularly favorable, the issuance will be carried out pursuant to a Board of Directors resolution without shareholder approval
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of stock acquisition rights offered by subscription (paid stock options; Ninth and Tenth Series Stock Acquisition Rights)
Number of shares to be issued or disposed ofNinth Series: 147,500 shares (1,475 rights × 100 shares); Tenth Series: 18,700 shares (187 rights × 100 shares)
Issue price and disposal price¥100 per stock acquisition right
Total issue valueNinth Series: ¥147,500; Tenth Series: ¥18,700; total: ¥166,200
Amount of funds to be raisedTotal payment amount: ¥166,200. Estimated net proceeds: Not disclosed
Payment date26 November 2026
Intended allotteeName 3 directors of the Company / Number of Shares 147,500 shares (1,475 rights), Name 18 employees of the company / Number of Shares 18,700 shares (187 rights)
Dilution Rate2.6% (increase as a percentage of the total number of shares issued if all rights are exercised)
Total number of issued sharesIf all rights are exercised, common shares equivalent to 2.6% of the total number of shares issued will be added
Basis for determining the amount to be paidThe issue price of the stock acquisition rights was determined with reference to a valuation calculated by an independent valuation institution using a Monte Carlo simulation that took into account share price information and other factors. The exercise price is the Tokyo Stock Exchange closing price of ¥3,525 on 26 October 2026. Discount rate and premium rate: Not disclosed
Exercise priceInitial exercise price: ¥3,525 per share. Adjustment provisions apply in the event of a share split or consolidation, an issuance of new shares or disposal of treasury shares below market value, and other events. Lower limit of adjustment: Not disclosed
Exercise periodNinth Series: from 1 January 2032 through 31 October 2040. Tenth Series: from 1 January 2028 through 31 October 2036
Number of Stock Acquisition RightsTotal issued: 1,475 rights for the Ninth Series and 187 rights for the Tenth Series. Unexercised balance: Not disclosed
Reason for acquisition without considerationIf approval or other authorization is granted for a merger, company split, share exchange or similar transaction, or if a stock acquisition rights holder becomes unable to exercise the rights under the exercise conditions, the company may acquire the relevant stock acquisition rights without consideration on a date determined by the Board of Directors
Categories and Number of Persons Covered3 company directors: 1,475 Ninth Series rights (147,500 shares). 18 company employees: 187 Tenth Series rights (18,700 shares)
Total Stock-Based CompensationNot applicable (the rights are paid subscriptions based on individual investment decisions, rather than compensation)
Procedures under the Corporate Code of ConductBecause the rights will be issued for consideration on terms that are not particularly favorable, the issuance will be carried out pursuant to a Board of Directors resolution without shareholder approval
Items this document does not state (11)
Estimated issuance expensesSpecific use of fundsIntended allottee's holding policyTransfer restriction periodConditions for lifting transfer restrictionsUnderwriter / 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.

The purpose is to raise the motivation and morale of directors and employees and strengthen cohesion to support medium- to long-term business growth and an increase in corporate value. The company explained that, because the rights will be issued for consideration and exercise will be conditional on the achievement of performance targets, the issuance can contribute to the interests of existing shareholders.

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Notice Concerning the Issuance of Paid Stock Acquisition Rights (Paid Stock Options) | REALGATE INC. (5532) timely disclosure | Komori