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Share Issuance and Disposal6069Trenders,Inc.Information and Communications, Services and Others

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

The Company resolved to issue 3,000 paid stock acquisition rights to 15 directors and employees of the Company and its subsidiaries. If all rights are exercised, the number of common shares will increase by 300,000, equivalent to 3.7% of the total number of shares issued.

Worth reading
56In focus
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Direction
Mixed performance
Direction inferred from the company’s description.
Scale
3.7
% (dilution ratio relative to total shares issued)
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Issuance of paid stock options (stock acquisition rights)

Who receives how much

300,000 common shares (3,000 stock acquisition rights × 100 shares per right, if all rights are exercised)

15 directors and employees of the Company and its subsidiaries: 3,000 stock acquisition rights

The lower thin line represents the existing number of shares to which these shares will be added.

¥600 per share acquisition right
Total issue value

¥1,800,000

Amount of funds to be raised
Total amount paid: ¥1,800,000; estimated net proceeds: not disclosed
Total Stock-Based Compensation
Not disclosed (the stock acquisition rights are not compensation and will be subscribed for on a paid basis based on each subscriber’s individual investment decision)
発行済株式総数

3.7% (the ratio of the increase in common shares if all stock acquisition rights are exercised to the total number of shares issued, 8,101,000)

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 ¥710 per share. It will be adjusted to the closing price on the exercise request date, subject to a floor of ¥710. If consolidated operating income of ¥2 billion is achieved in any fiscal year from the fiscal year ending March 2028 through the fiscal year ending March 2031, the exercise price will be adjusted to the initial exercise price, with no further adjustments thereafter.
Exercise period
From 29 May 2026 to 28 May 2036
Number of Stock Acquisition Rights
Total number issued: 3,000; number of unexercised rights: not disclosed
Reason for acquisition without consideration
The Company may acquire the stock acquisition rights without consideration if approval for a corporate reorganization or similar matter is obtained at a general meeting of shareholders or elsewhere, or if the holder becomes unable to exercise the rights.
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
The achievement of consolidated operating income of ¥2 billion in any fiscal year from the fiscal year ending March 2028 through the fiscal year ending March 2031 is set as a performance target. At the time of exercise, the holder must also be serving as a director, audit & supervisory board member, employee or otherwise of the Company or an affiliated company.
Categories and Number of Persons Covered
15 directors and employees of the Company and its subsidiaries: 3,000 stock acquisition rights
Payment date
5 June 2026
Basis for determining the amount to be paid
Determined with reference to the results calculated by 株式会社プルータス・コンサルティング using a Monte Carlo simulation, taking into account the Company’s share price information and other factors. Discount rate and premium rate: not disclosed
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 be carried out without obtaining approval at a general meeting of shareholders.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of paid stock options (stock acquisition rights)
Number of shares to be issued or disposed of300,000 common shares (3,000 stock acquisition rights × 100 shares per right, if all rights are exercised)
Issue price and disposal price¥600 per share acquisition right
Total issue value¥1,800,000
Amount of funds to be raisedTotal amount paid: ¥1,800,000; estimated net proceeds: not disclosed
Payment date5 June 2026
Intended allottee15 directors and employees of the Company and its subsidiaries: 3,000 stock acquisition rights
Dilution Rate3.7% (the ratio of the increase in common shares if all stock acquisition rights are exercised to the total number of shares issued, 8,101,000)
Total number of issued shares8,101,000 shares → Not disclosed
Basis for determining the amount to be paidDetermined with reference to the results calculated by 株式会社プルータス・コンサルティング using a Monte Carlo simulation, taking into account the Company’s share price information and other factors. Discount rate and premium rate: not disclosed
Exercise priceThe initial exercise price is ¥710 per share. It will be adjusted to the closing price on the exercise request date, subject to a floor of ¥710. If consolidated operating income of ¥2 billion is achieved in any fiscal year from the fiscal year ending March 2028 through the fiscal year ending March 2031, the exercise price will be adjusted to the initial exercise price, with no further adjustments thereafter.
Exercise periodFrom 29 May 2026 to 28 May 2036
Number of Stock Acquisition RightsTotal number issued: 3,000; number of unexercised rights: not disclosed
Conditions for lifting transfer restrictionsThe achievement of consolidated operating income of ¥2 billion in any fiscal year from the fiscal year ending March 2028 through the fiscal year ending March 2031 is set as a performance target. At the time of exercise, the holder must also be serving as a director, audit & supervisory board member, employee or otherwise of the Company or an affiliated company.
Reason for acquisition without considerationThe Company may acquire the stock acquisition rights without consideration if approval for a corporate reorganization or similar matter is obtained at a general meeting of shareholders or elsewhere, or if the holder becomes unable to exercise the rights.
Categories and Number of Persons Covered15 directors and employees of the Company and its subsidiaries: 3,000 stock acquisition rights
Total Stock-Based CompensationNot disclosed (the stock acquisition rights are not compensation and will be subscribed for on a paid basis based on each subscriber’s individual investment decision)
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 be carried out without obtaining approval at a general meeting of shareholders.
Items this document does not state (10)
Estimated issuance expensesSpecific use of fundsIntended allottee's holding policyTransfer restriction periodUnderwriter / 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.

To increase the motivation and morale of directors and employees and strengthen group cohesion with a view to expanding performance and increasing corporate value over the medium to long term. By setting the achievement of consolidated operating income of ¥2 billion as an exercise condition, the Company expects the rights to function as an incentive and to strengthen recipients’ sense of affiliation through their becoming shareholders.

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Notice Concerning the Issuance of Paid Stock Options (Stock Acquisition Rights) | Trenders,Inc. (6069) timely disclosure | Komori