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Share Issuance and Disposal6089WILL GROUP,INC.Information and Communications, Services and Others

Notice Regarding the Issuance of Publicly Offered Stock Acquisition Rights (Paid Stock Options)

The Company resolved to issue 4,591 paid Series 9 Stock Acquisition Rights to its and its subsidiaries’ directors, executive officers and employees. The exercise condition is that consolidated operating income exceeds ¥6.5 billion in any fiscal year from the fiscal year ending March 2030 through the fiscal year ending March 2032.

Worth reading
59In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Neutral
Direction inferred from the company’s description.
Scale
1.99
% (ratio of potential shares to total shares issued)
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of Stock Acquisition Rights by way of offering (paid stock options; Series 9 Stock Acquisition Rights)

発行・処分する株式数

4,591 Stock Acquisition Rights, representing 459,100 shares of common stock (100 shares per right)

Intended allottee
Category The Company’s directors and executive officers / Number of Employees 11 / Number of stock acquisition rights 1,603, Category The Company's employees / Number of Employees 20 / Number of stock acquisition rights 480 stock acquisition rights, Category Directors and executive officers of the Company’s subsidiaries / Number of Employees 10 / Number of stock acquisition rights 928, Category Employees of the company's subsidiaries / Number of Employees 61 / Number of stock acquisition rights 1,580
¥1,000 per Stock Acquisition Right
Total issue value

¥4,591,000 (4,591 Stock Acquisition Rights × ¥1,000)

Amount of funds to be raised
Total amount payable: ¥4,591,000. Estimated net proceeds: not disclosed
Total Stock-Based Compensation
Not disclosed (these Stock Acquisition Rights are subscribed for on a paid basis based on individual investment decisions, rather than being granted as compensation)
発行済株式総数

1.99% (based on 23,118,900 shares outstanding as of the end of July 2026)

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: ¥1,177 per share. Adjustment provisions apply in the event of a stock split or consolidation, an issuance of new shares or disposal of treasury shares below market value, a corporate reorganization or other similar events. The lower limit for adjustments was not disclosed.
Exercise period
Start Date 1 July 2030 / End date 23 September 2036
Number of Stock Acquisition Rights
Total number issued: 4,591. Number remaining unexercised: not disclosed
Reason for acquisition without consideration
If approval is granted by a general meeting of shareholders or the Board of Directors for a corporate reorganization or other similar matter, or if a holder becomes unable to exercise the Stock Acquisition Rights under the exercise conditions.
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
As a performance condition, consolidated operating income must exceed ¥6.5 billion in any fiscal year from the fiscal year ending March 2030 through the fiscal year ending March 2032. The Stock Acquisition Rights may not be exercised in certain cases, including retirement, disciplinary action or misconduct.
Categories and Number of Persons Covered
The Company’s directors and executive officers: 11 people, 1,603 rights; the Company’s employees: 20 people, 480 rights; directors and executive officers of the Company’s subsidiaries: 10 people, 928 rights; employees of the Company’s subsidiaries: 61 people, 1,580 rights (maximum in each case)
Payment date
24 September 2026
Basis for determining the amount to be paid
The price of ¥1,000 per Stock Acquisition Right was determined based on the fair value calculated by an independent valuation institution using a Monte Carlo simulation, based on a closing share price of ¥1,177 per share on the most recent trading day, share price volatility of 42.58%, a dividend yield of 3.74%, a risk-free interest rate of 2.86%, an exercise price of ¥1,177 per share, a 10-year term to maturity and the performance condition. The discount rate and premium rate were not disclosed.
Procedures under the Corporate Code of Conduct
As the Stock Acquisition Rights will be issued for consideration at fair value and on terms that are not particularly favorable, the issuance will be carried out based on a resolution of the Board of Directors without shareholder approval.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of Stock Acquisition Rights by way of offering (paid stock options; Series 9 Stock Acquisition Rights)
Number of shares to be issued or disposed of4,591 Stock Acquisition Rights, representing 459,100 shares of common stock (100 shares per right)
Issue price and disposal price¥1,000 per Stock Acquisition Right
Total issue value¥4,591,000 (4,591 Stock Acquisition Rights × ¥1,000)
Amount of funds to be raisedTotal amount payable: ¥4,591,000. Estimated net proceeds: not disclosed
Payment date24 September 2026
Intended allotteeCategory The Company’s directors and executive officers / Number of Employees 11 / Number of stock acquisition rights 1,603, Category The Company's employees / Number of Employees 20 / Number of stock acquisition rights 480 stock acquisition rights, Category Directors and executive officers of the Company’s subsidiaries / Number of Employees 10 / Number of stock acquisition rights 928, Category Employees of the company's subsidiaries / Number of Employees 61 / Number of stock acquisition rights 1,580
Dilution Rate1.99% (based on 23,118,900 shares outstanding as of the end of July 2026)
Total number of issued shares23,118,900 shares (as of the end of July 2026) → Not disclosed
Basis for determining the amount to be paidThe price of ¥1,000 per Stock Acquisition Right was determined based on the fair value calculated by an independent valuation institution using a Monte Carlo simulation, based on a closing share price of ¥1,177 per share on the most recent trading day, share price volatility of 42.58%, a dividend yield of 3.74%, a risk-free interest rate of 2.86%, an exercise price of ¥1,177 per share, a 10-year term to maturity and the performance condition. The discount rate and premium rate were not disclosed.
Exercise priceInitial exercise price: ¥1,177 per share. Adjustment provisions apply in the event of a stock split or consolidation, an issuance of new shares or disposal of treasury shares below market value, a corporate reorganization or other similar events. The lower limit for adjustments was not disclosed.
Exercise periodStart Date 1 July 2030 / End date 23 September 2036
Number of Stock Acquisition RightsTotal number issued: 4,591. Number remaining unexercised: not disclosed
Conditions for lifting transfer restrictionsAs a performance condition, consolidated operating income must exceed ¥6.5 billion in any fiscal year from the fiscal year ending March 2030 through the fiscal year ending March 2032. The Stock Acquisition Rights may not be exercised in certain cases, including retirement, disciplinary action or misconduct.
Reason for acquisition without considerationIf approval is granted by a general meeting of shareholders or the Board of Directors for a corporate reorganization or other similar matter, or if a holder becomes unable to exercise the Stock Acquisition Rights under the exercise conditions.
Categories and Number of Persons CoveredThe Company’s directors and executive officers: 11 people, 1,603 rights; the Company’s employees: 20 people, 480 rights; directors and executive officers of the Company’s subsidiaries: 10 people, 928 rights; employees of the Company’s subsidiaries: 61 people, 1,580 rights (maximum in each case)
Total Stock-Based CompensationNot disclosed (these Stock Acquisition Rights are subscribed for on a paid basis based on individual investment decisions, rather than being granted as compensation)
Procedures under the Corporate Code of ConductAs the Stock Acquisition Rights will be issued for consideration at fair value and on terms that are not particularly favorable, the issuance will be carried out based on a resolution of the Board of Directors without shareholder approval.
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 the Company’s and its subsidiaries’ directors, executive officers and employees and strengthen their unity, with a view to achieving medium- to long-term earnings growth and increasing corporate value.

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Notice Regarding the Issuance of Publicly Offered Stock Acquisition Rights (Paid Stock Options) | WILL GROUP,INC. (6089) timely disclosure | Komori