Details of issuance or disposal
Issuance of share acquisition rights as tax-qualified stock options
61,300 common shares (613 stock acquisition rights × 100 shares per right, assuming maximum exercise; the company plans to use treasury shares upon exercise)
Maximum 0.45% (based on 13,710,000 issued shares as of the resolution date for the issuance)
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 share acquisition rights as tax-qualified stock options |
| Number of shares to be issued or disposed of | 61,300 common shares (613 stock acquisition rights × 100 shares per right, assuming maximum exercise; the company plans to use treasury shares upon exercise) |
| Issue price and disposal price | The payment amount is ¥0 per stock acquisition right. The exercise price will be the closing price of the company’s common stock in regular trading on the Tokyo Stock Exchange on the allotment date. |
| Payment date | No cash payment is required in exchange for the stock acquisition rights. |
| Intended allottee | Category Employees of the company group / Number of Employees 31 / Number of stock acquisition rights 613 |
| Intended allottee's holding policy | Approval by the company’s board of directors is required to acquire the stock acquisition rights by transfer. The holding period and lock-up are not disclosed. |
| Dilution Rate | Maximum 0.45% (based on 13,710,000 issued shares as of the resolution date for the issuance) |
| Total number of issued shares | 13,710,000 Shares → Not disclosed |
| Basis for determining the amount to be paid | The exercise price will be the closing price of the company’s common stock in regular trading on the Tokyo Stock Exchange on the allotment date. If no trade is executed, the exercise price will be based on the closing price on the most recent preceding trading day. |
| Exercise price | The initial exercise price will be the closing price on the allotment date. 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, or similar events. The floor for adjustments is not disclosed. |
| Exercise period | Start Date 1 August 2028 / End date 31 July 2034 |
| Number of Stock Acquisition Rights | Total number issued 613 / Unexercised balance Not disclosed |
| Conditions for lifting transfer restrictions | Upon achievement of the performance conditions, 30% will be exercisable if revenue is at least ¥30 billion and ordinary income is at least ¥3 billion, and 100% will be exercisable if revenue is at least ¥50 billion and ordinary income is at least ¥5 billion. If revenue declines by 10% or more from the previous fiscal year in any fiscal year beginning with the fiscal year ending August 2026, all unexercised rights will lapse. |
| Reason for acquisition without consideration | If approval is granted for a merger or similar transaction in which the company is the disappearing company, or if a holder of the stock acquisition rights ceases to satisfy the exercise conditions. |
| Categories and Number of Persons Covered | 31 employees of the company group, 613 stock acquisition rights |
| Procedures under the Corporate Code of Conduct | As the issuance is not on especially favorable terms, it will be carried out without obtaining approval at a shareholders meeting. |
Items this document does not state (12)
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 strengthen unity within the company group, increase employees’ motivation and morale to contribute to improved performance, provide employees with incentives to enhance corporate value over the medium to long term, and secure and retain human resources.