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Share Issuance and Disposal5618Nyle Inc.Information and Communications, Services and Others

Notice Concerning the Issuance of the 19th Stock Acquisition Rights (Paid Stock Options)

The Company has resolved to issue 3,938 paid 19th Series stock acquisition rights to 6 directors and 4 employees. If all rights are exercised, 393,800 common shares will be issued, equivalent to approximately 4.6% of the total number of shares issued.

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Details of issuance or disposal

Issuance of the 19th Series of Stock Acquisition Rights (Paid Stock Options)

Who receives how much

3,938 stock acquisition rights, representing 393,800 common shares to be delivered upon exercise (100 shares per right)

6 directors of the Company3,748 rights (374,800 shares)
4 employees of the Company190 rights (19,000 shares)

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

¥393,800

Amount of funds to be raised
Total amount payable: ¥393,800; estimated net proceeds: Not disclosed
Specific use of funds
To strengthen equity capital and fund growth investments through existing businesses and M&A
発行済株式総数

Increase of 393,800 shares

Approximately 4.6%

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
An amount equal to 125% of the closing price of the Company’s common stock on the Tokyo Stock Exchange Growth Market on the allotment date. For example, based on the share price as of 25 May 2026, the exercise price would be ¥375. Adjustment provisions apply in the event of a share split, consolidation or similar event.
Exercise period
From 12 June 2026 through 11 June 2033 (or the preceding bank business day if the final day is not a bank business day)
Number of Stock Acquisition Rights
Total number issued: 3,938 rights; number of rights remaining unexercised: Not disclosed
Reason for acquisition without consideration
If approval is granted for a merger, company split, share exchange, share transfer or similar transaction, for certain share consolidations, or for a demand by a controlling shareholder for the sale of shares.
Categories and Number of Persons Covered
6 directors of the Company: 3,748 rights; 4 employees of the Company: 190 rights
Intended allottee's holding policy
Representative Director Takahashi (高橋氏) intends, in principle, to hold the Company’s shares acquired through the exercise of the stock acquisition rights over the medium to long term. The policy of the other allottees is Not disclosed.
Payment date
12 June 2026
Basis for determining the amount to be paid
¥100 per stock acquisition right. Plutus Consulting Co., Ltd., an independent valuation institution, calculated the fair value using a Monte Carlo simulation based on a share price of ¥300, an exercise price of ¥375, volatility of 44.53%, a 7-year exercise period, a dividend yield of 0%, a risk-free interest rate of 2.335%, and conditions including mandatory exercise. The exercise price is set at 125% of the closing share price on the allotment date.
Procedures under the Corporate Code of Conduct
Because the rights are issued for consideration at fair value and on terms that are not particularly favorable, the issuance will proceed without shareholder approval. The directors receiving individual allotments did not participate in the deliberations or resolutions concerning their respective allotments.
Most recent equity financing
Timing 16 January 2025 / Type 16th Series of Stock Acquisition Rights (Paid Stock Options under a similar scheme) / Amount 7,720 rights
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of the 19th Series of Stock Acquisition Rights (Paid Stock Options)
Number of shares to be issued or disposed of3,938 stock acquisition rights, representing 393,800 common shares to be delivered upon exercise (100 shares per right)
Issue price and disposal price¥100 per Stock Acquisition Right
Total issue value¥393,800
Amount of funds to be raisedTotal amount payable: ¥393,800; estimated net proceeds: Not disclosed
Specific use of fundsDetails To strengthen equity capital and fund growth investments through existing businesses and M&A / Amount Not disclosed / Scheduled timing of expenditures Not disclosed
Payment date12 June 2026
Intended allotteeName 6 directors of the Company / Number of Shares 3,748 rights (374,800 shares), Name 4 employees of the Company / Number of Shares 190 rights (19,000 shares)
Intended allottee's holding policyRepresentative Director Takahashi (高橋氏) intends, in principle, to hold the Company’s shares acquired through the exercise of the stock acquisition rights over the medium to long term. The policy of the other allottees is Not disclosed.
Dilution RateApproximately 4.6%
Total number of issued sharesIncrease of 393,800 shares
Basis for determining the amount to be paid¥100 per stock acquisition right. Plutus Consulting Co., Ltd., an independent valuation institution, calculated the fair value using a Monte Carlo simulation based on a share price of ¥300, an exercise price of ¥375, volatility of 44.53%, a 7-year exercise period, a dividend yield of 0%, a risk-free interest rate of 2.335%, and conditions including mandatory exercise. The exercise price is set at 125% of the closing share price on the allotment date.
Exercise priceAn amount equal to 125% of the closing price of the Company’s common stock on the Tokyo Stock Exchange Growth Market on the allotment date. For example, based on the share price as of 25 May 2026, the exercise price would be ¥375. Adjustment provisions apply in the event of a share split, consolidation or similar event.
Exercise periodFrom 12 June 2026 through 11 June 2033 (or the preceding bank business day if the final day is not a bank business day)
Number of Stock Acquisition RightsTotal number issued: 3,938 rights; number of rights remaining unexercised: Not disclosed
Reason for acquisition without considerationIf approval is granted for a merger, company split, share exchange, share transfer or similar transaction, for certain share consolidations, or for a demand by a controlling shareholder for the sale of shares.
Categories and Number of Persons Covered6 directors of the Company: 3,748 rights; 4 employees of the Company: 190 rights
Procedures under the Corporate Code of ConductBecause the rights are issued for consideration at fair value and on terms that are not particularly favorable, the issuance will proceed without shareholder approval. The directors receiving individual allotments did not participate in the deliberations or resolutions concerning their respective allotments.
Most recent equity financingTiming 16 January 2025 / Type 16th Series of Stock Acquisition Rights (Paid Stock Options under a similar scheme) / Amount 7,720 rights
Items this document does not state (9)
Estimated issuance expensesTransfer restriction periodConditions for lifting transfer restrictionsTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentStock Split RatioMajor 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 increase the motivation and morale of directors and employees toward medium- to long-term earnings growth and enhancement of corporate value, and to share the risk of share price fluctuations with existing shareholders. The proceeds are expected to be used to strengthen equity capital and fund growth investments through existing businesses and M&A.

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Notice Concerning the Issuance of the 19th Stock Acquisition Rights (Paid Stock Options) | Nyle Inc. (5618) timely disclosure | Komori