Details of issuance or disposal
Free allotment of stock acquisition rights under Article 277 of the Companies Act (Eighth Series Stock Acquisition Rights)
22,424,494 potential shares (expected)
The lower thin line represents the existing number of shares to which these shares will be added.
Total payment amount of ¥13,006,206,520, net proceeds of approximately ¥12,915,706,520 (assuming a 100% exercise rate for the Eighth Series Stock Acquisition Rights)
96.9% (ratio of potential shares underlying the Eighth Series Stock Acquisition Rights to total shares outstanding)
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.
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.
| Item | Details |
|---|---|
| Type of issuance or disposal | Free allotment of stock acquisition rights under Article 277 of the Companies Act (Eighth Series Stock Acquisition Rights) |
| Number of shares to be issued or disposed of | 22,424,494 potential shares (expected) |
| Amount of funds to be raised | Total payment amount of ¥13,006,206,520, net proceeds of approximately ¥12,915,706,520 (assuming a 100% exercise rate for the Eighth Series Stock Acquisition Rights) |
| Estimated issuance expenses | ¥90,500,000 |
| Specific use of funds | Details Investment funds for domestically listed securities / Amount ¥20,637 million (total of ¥12,915 million in net proceeds from the free allotment of these stock acquisition rights and ¥7,722 million in net proceeds from this third-party allotment) / Scheduled timing of expenditures November 2026 to November 2029 |
| Intended allottee | All shareholders other than the company as of the shareholder record date on 31 December 2026 (1 right for each common share) |
| Intended allottee's holding policy | Shareholders may freely choose whether to exercise their rights. The company may acquire unexercised rights free of charge and transfer them to transferees approved by the board of directors. Transfers of the stock acquisition rights require board approval. |
| Dilution Rate | 96.9% (ratio of potential shares underlying the Eighth Series Stock Acquisition Rights to total shares outstanding) |
| Total number of issued shares | 23,148,000 shares (including treasury shares, as of 30 September 2026) → Not disclosed |
| Basis for determining the amount to be paid | The exercise price is ¥580 per right. The discount rate against the closing price of ¥982 on the business day before the issuance resolution date, 29 October 2026, is 40.9%. The price was determined after comprehensively considering the allotment ratio, share liquidity, financial position and required amount of funding. |
| Exercise price | Initial exercise price of ¥580. Fixed, with no adjustment provisions. |
| Exercise period | 25 January 2027 to 26 February 2027 (general investor exercise period); 1 March 2027 to 26 March 2027 (exercise period for transferees after acquisition) |
| Number of Stock Acquisition Rights | Total issuance of 22,424,494 rights (expected). The number of unexercised rights is Not disclosed (all remaining rights will be acquired on 1 March 2027). |
| Conditions for lifting transfer restrictions | Approval by the company's board of directors is required for the acquisition of stock acquisition rights through transfer. For transfers from 株式会社Kaihou, approval is generally expected after confirming the transferee's identity, that the transferee is not an antisocial force, the status of payment funds and other matters, and the transferee's holding policy. |
| Reason for acquisition without consideration | On 1 March 2027, the company will acquire all Eighth Series Stock Acquisition Rights remaining on that date free of charge. The rights subject to acquisition are those not exercised during the general investor exercise period. |
| Procedures under the Corporate Code of Conduct | Board of directors' resolution. Conditional on the submission of a securities registration statement and the filing under the Financial Instruments and Exchange Act becoming effective. Whether an independent third-party opinion will be obtained and whether a shareholders' meeting resolution will be held are Not disclosed. |
| Most recent equity financing | Timing 8 August 2025 / Type Disposal of treasury shares as restricted stock compensation / Amount ¥58,033,600 |
| Impact on Business Performance | Undetermined because the exercise rate and other terms of the Eighth Series Stock Acquisition Rights are uncertain. If the rights are exercised in the future and an impact on business performance arises from carrying out the business in accordance with the use of the funds raised, the company will disclose the impact promptly. |
Items this document does not state (10)
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 secure the investment funds required for investments in domestically listed securities and capture investment return opportunities while maintaining the earnings base of the existing business. The company states that it selected this method of raising funds to provide existing shareholders with equal investment opportunities while taking dilution into consideration.