Details of issuance or disposal
Issuance of stock acquisition rights by third-party allotment (trust-based stock option)
10,700 stock acquisition rights; 100 shares of common stock per right; 1,070,000 shares if all rights are exercised
The lower thin line represents the existing number of shares to which these shares will be added.
¥0
2.60% (if all rights are exercised; based on 41,194,972 issued shares as of 31 January 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.
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 | Issuance of stock acquisition rights by third-party allotment (trust-based stock option) |
| Number of shares to be issued or disposed of | 10,700 stock acquisition rights; 100 shares of common stock per right; 1,070,000 shares if all rights are exercised |
| Issue price and disposal price | ¥0 per stock acquisition right (free of charge) |
| Total issue value | ¥0 |
| Amount of funds to be raised | Total amount paid: ¥0; estimated net proceeds: ¥0 |
| Intended allottee | コタエル信託株式会社 (10,700 rights) |
| Intended allottee's holding policy | As trustee, during the trust establishment period, the allottee will grant the designated stock acquisition rights to officers and employees designated by the company. |
| Dilution Rate | 2.60% (if all rights are exercised; based on 41,194,972 issued shares as of 31 January 2026) |
| Total number of issued shares | 41,194,972 shares (as of 31 January 2026) → Not disclosed(2.60%) |
| Basis for determining the amount to be paid | The issue price of the stock acquisition rights is ¥0, and the exercise price is ¥1 per share. Although the issue is on favorable terms, it has been approved at the annual general meeting of shareholders held on 24 April 2026. The discount or premium to the closing share price and average share price is Not disclosed. |
| Exercise price | The initial exercise price is ¥1 per share. Adjustment provisions apply in connection with share splits, reverse share splits, the issuance of shares at a price below market value and other events. The floor for adjustments is Not disclosed. |
| Exercise period | 1 April 2027 to 31 March 2077 |
| Number of Stock Acquisition Rights | Total issued: 10,700 rights. The number of unexercised rights is Not disclosed. |
| Conditions for lifting transfer restrictions | Acquisition of the stock acquisition rights through a transfer requires approval by the Board of Directors. In principle, the rights are to be exercised within 10 days after being granted to officers and employees. They will be granted upon retirement or resignation from office. |
| Reason for acquisition without consideration | If approval or other action relating to a corporate reorganization has been obtained, or if the stock acquisition rights can no longer be exercised, the company may acquire the rights free of charge upon the arrival of the date determined by the Board of Directors. This does not apply when the trust company is the holder of the stock acquisition rights. |
| Categories and Number of Persons Covered | Directors, executive officers and employees of the company and its subsidiaries. The specific number of eligible persons is Not disclosed. Among the company's current directors, Representative Director and President & COO Kobayashi Fumio (小林史生) is eligible, while outside directors, directors who are Audit and Supervisory Committee members, and Shimizu Yuko (清水祐孝) are not eligible. |
| Total Stock-Based Compensation | For directors, the limit is 495 points per fiscal year. The amount is calculated by multiplying the total number of stock acquisition rights granted by the fair value per stock acquisition right at the time of grant. The specific amount is Not disclosed. |
| Procedures under the Corporate Code of Conduct | Because the dilution ratio is below 25% and the transaction does not involve a change in the controlling shareholder, obtaining an opinion from an independent third party and conducting procedures to confirm shareholders' intentions were deemed unnecessary. The introduction of the plan was approved at the annual general meeting of shareholders held on 24 April 2026. |
| Most recent equity financing | Timing December 2025 / Type Issuance of new shares and disposal of treasury shares through a third-party allotment / Amount Not disclosed |
Items this document does not state (9)
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 willingness of officers and employees to contribute, thereby contributing to the enhancement of corporate value over the medium to long term.