Worth reading
64In 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
0.67
％Wording
Definitive
How definitive the wording is.Details of issuance or disposal
Issuance of free stock options (Sixth Series Stock Acquisition Rights) and paid stock options (Seventh Series Stock Acquisition Rights)
発行・処分する株式数
Sixth Series Stock Acquisition Rights: 350 rights, 100 shares per right (35,000 shares in total). Seventh Series Stock Acquisition Rights: 200 rights, 100 shares per right (20,000 shares in total). The number of shares underlying the rights will be adjusted after the stock split.
Intended allottee
Name Employees of the Company / Number of Employees 7 / Number of stock acquisition rights 350 rights, Name Directors of the Company / Number of Employees 2 / Number of stock acquisition rights 200 rights
Sixth Series Stock Acquisition Rights: Free of charge. Seventh Series Stock Acquisition Rights: ¥9,030 per right. The exercise price is the closing price on the allotment date for the Sixth Series and ¥3,120 per share, the closing price on 11 November 2026, for the Seventh Series. Both will be adjusted for stock splits and other events.
Total issue value
Sixth Series Stock Acquisition Rights: Free of charge. Seventh Series Stock Acquisition Rights: ¥1,806,000 (¥9,030 × 200 rights).
Amount of funds to be raised
Sixth Series Stock Acquisition Rights: Not disclosed. Seventh Series Stock Acquisition Rights: payment amount of ¥1,806,000, estimated net proceeds Not disclosed. The total payment amount upon exercise is Not disclosed.
発行済株式総数
An increase equivalent to 0.67% of the total number of shares issued is expected.
0.67% (free stock options 0.43%, paid stock options 0.24%)
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
Sixth Series: closing price on the allotment date. Seventh Series: ¥3,120 per share. The exercise prices will be adjusted for stock splits, reverse stock splits and issuances below market value, but the lower limit of the adjustment is Not disclosed.
Exercise period
Sixth Series: from 13 November 2028 to 12 November 2036. Seventh Series: from 1 April 2029 to 31 March 2031.
Number of Stock Acquisition Rights
Total issued: 350 Sixth Series rights and 200 Seventh Series rights. Number of outstanding unexercised rights: Not disclosed.
Reason for acquisition without consideration
If a proposal concerning a corporate reorganization is approved at a general meeting of shareholders, or if a Board of Directors resolution is adopted where a general meeting resolution is not required. If a holder of the stock acquisition rights becomes unable to exercise them due to retirement, death or other reasons, if it is determined that the performance conditions for the Seventh Series will not be met, or if an event resulting in loss of rights under the total subscription agreement occurs.
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
Sixth Series: The share price must exceed ¥10,000 for 5 consecutive trading days. Seventh Series: Ordinary income for the fiscal years ending December 2026, December 2027 and December 2028 must be at least ¥1,819 million, ¥2,365 million and ¥3,075 million, respectively, and the share price must exceed ¥10,000 for 5 consecutive trading days. Additional exercise conditions relating to continued employment or service, death and other matters have also been established.
Stock Split Ratio2 shares for every 1 common share. Effective date: 1 January 2027.
Categories and Number of Persons Covered
350 Sixth Series Stock Acquisition Rights for 7 company employees and 200 Seventh Series Stock Acquisition Rights for 2 company directors.
Intended allottee's holding policy
Approval by the company's Board of Directors is required for the acquisition of the stock acquisition rights through transfer. Other holding policies and lock-up provisions are Not disclosed.
Payment date
Sixth Series Stock Acquisition Rights: Not applicable. Seventh Series Stock Acquisition Rights: 30 November 2026.
Basis for determining the amount to be paid
The exercise price for the Sixth Series is the closing price in regular trading on the Tokyo Stock Exchange on the allotment date. The exercise price for the Seventh Series is the closing price of ¥3,120 on 11 November 2026. The ¥9,030 per paid stock option was determined with reference to a valuation by a third-party valuation institution using a Monte Carlo simulation that took share price data and other factors into account. The discount and premium rates are Not disclosed.
Procedures under the Corporate Code of Conduct
The 7th paid stock options were issued for consideration at fair value and on terms that were not particularly favorable, so they were implemented without shareholder approval. The issue price was determined with reference to a valuation by a third-party valuation institution.
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance of free stock options (Sixth Series Stock Acquisition Rights) and paid stock options (Seventh Series Stock Acquisition Rights) |
| Number of shares to be issued or disposed of | Sixth Series Stock Acquisition Rights: 350 rights, 100 shares per right (35,000 shares in total). Seventh Series Stock Acquisition Rights: 200 rights, 100 shares per right (20,000 shares in total). The number of shares underlying the rights will be adjusted after the stock split. |
| Issue price and disposal price | Sixth Series Stock Acquisition Rights: Free of charge. Seventh Series Stock Acquisition Rights: ¥9,030 per right. The exercise price is the closing price on the allotment date for the Sixth Series and ¥3,120 per share, the closing price on 11 November 2026, for the Seventh Series. Both will be adjusted for stock splits and other events. |
| Total issue value | Sixth Series Stock Acquisition Rights: Free of charge. Seventh Series Stock Acquisition Rights: ¥1,806,000 (¥9,030 × 200 rights). |
| Amount of funds to be raised | Sixth Series Stock Acquisition Rights: Not disclosed. Seventh Series Stock Acquisition Rights: payment amount of ¥1,806,000, estimated net proceeds Not disclosed. The total payment amount upon exercise is Not disclosed. |
| Payment date | Sixth Series Stock Acquisition Rights: Not applicable. Seventh Series Stock Acquisition Rights: 30 November 2026. |
| Intended allottee | Name Employees of the Company / Number of Employees 7 / Number of stock acquisition rights 350 rights, Name Directors of the Company / Number of Employees 2 / Number of stock acquisition rights 200 rights |
| Intended allottee's holding policy | Approval by the company's Board of Directors is required for the acquisition of the stock acquisition rights through transfer. Other holding policies and lock-up provisions are Not disclosed. |
| Dilution Rate | 0.67% (free stock options 0.43%, paid stock options 0.24%) |
| Total number of issued shares | An increase equivalent to 0.67% of the total number of shares issued is expected. |
| Basis for determining the amount to be paid | The exercise price for the Sixth Series is the closing price in regular trading on the Tokyo Stock Exchange on the allotment date. The exercise price for the Seventh Series is the closing price of ¥3,120 on 11 November 2026. The ¥9,030 per paid stock option was determined with reference to a valuation by a third-party valuation institution using a Monte Carlo simulation that took share price data and other factors into account. The discount and premium rates are Not disclosed. |
| Exercise price | Sixth Series: closing price on the allotment date. Seventh Series: ¥3,120 per share. The exercise prices will be adjusted for stock splits, reverse stock splits and issuances below market value, but the lower limit of the adjustment is Not disclosed. |
| Exercise period | Sixth Series: from 13 November 2028 to 12 November 2036. Seventh Series: from 1 April 2029 to 31 March 2031. |
| Number of Stock Acquisition Rights | Total issued: 350 Sixth Series rights and 200 Seventh Series rights. Number of outstanding unexercised rights: Not disclosed. |
| Conditions for lifting transfer restrictions | Sixth Series: The share price must exceed ¥10,000 for 5 consecutive trading days. Seventh Series: Ordinary income for the fiscal years ending December 2026, December 2027 and December 2028 must be at least ¥1,819 million, ¥2,365 million and ¥3,075 million, respectively, and the share price must exceed ¥10,000 for 5 consecutive trading days. Additional exercise conditions relating to continued employment or service, death and other matters have also been established. |
| Reason for acquisition without consideration | If a proposal concerning a corporate reorganization is approved at a general meeting of shareholders, or if a Board of Directors resolution is adopted where a general meeting resolution is not required. If a holder of the stock acquisition rights becomes unable to exercise them due to retirement, death or other reasons, if it is determined that the performance conditions for the Seventh Series will not be met, or if an event resulting in loss of rights under the total subscription agreement occurs. |
| Categories and Number of Persons Covered | 350 Sixth Series Stock Acquisition Rights for 7 company employees and 200 Seventh Series Stock Acquisition Rights for 2 company directors. |
| Stock Split Ratio | 2 shares for every 1 common share. Effective date: 1 January 2027. |
| Procedures under the Corporate Code of Conduct | The 7th paid stock options were issued for consideration at fair value and on terms that were not particularly favorable, so they were implemented without shareholder approval. The issue price was determined with reference to a valuation by a third-party valuation institution. |
Items this document does not state (9)
Estimated issuance expensesSpecific use of fundsTransfer restriction periodTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentMost 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 directors' and employees' motivation to contribute to medium- and long-term improvements in performance and corporate value. The company explained that the dilution is reasonable because the share price and performance conditions are demanding targets, and achieving them will contribute to higher corporate and shareholder value.
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.
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