Details of issuance or disposal
Paid stock options (2nd Stock Acquisition Rights), Tax-qualified stock options (3rd Stock Acquisition Rights)
2nd Series Stock Acquisition Rights 1,724,000 shares (17,240 options × 100 shares) / 3rd Stock Acquisition Rights 276,000 shares (2,760 options × 100 shares)
The height of each bar represents the proportion of shares received by each allottee. The thin line below represents the number of existing shares to which these shares are added.
2.1% of the total number of shares outstanding (if all of these stock acquisition rights are exercised)
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 | Paid stock options (2nd Stock Acquisition Rights), Tax-qualified stock options (3rd Stock Acquisition Rights) |
| Number of shares to be issued or disposed of | 2nd Series Stock Acquisition Rights 1,724,000 shares (17,240 options × 100 shares) / 3rd Stock Acquisition Rights 276,000 shares (2,760 options × 100 shares) |
| Issue price and disposal price | 2nd Series Stock Acquisition Rights ¥3,000 per option / 3rd Stock Acquisition Rights No consideration |
| Payment date | 2nd Stock Acquisition Rights: 15 July 2026; 3rd Stock Acquisition Rights: no payment required |
| Intended allottee | Category Directors and employees of the Company and employees of the Company's subsidiaries / Number of Employees 138 people / Number of units 17,240 options, Category Employees of the Company and employees of the Company's subsidiaries / Number of Employees 183 people / Number of units 2,760 options |
| Dilution Rate | 2.1% of the total number of shares outstanding (if all of these stock acquisition rights are exercised) |
| Basis for determining the amount to be paid | The issue price of the 2nd Stock Acquisition Rights was determined with reference to the results of a Monte Carlo simulation conducted by an independent valuation institution, taking into account share price information and other factors. The exercise price is ¥779, equal to the closing price on the Tokyo Stock Exchange on 10 April 2026. Discount rate/premium rate: Not disclosed |
| Exercise price | ¥779 per share for both the 2nd and 3rd Stock Acquisition Rights. Adjustment provisions apply in the event of a share split or consolidation and certain issuances of new shares or disposals of treasury shares. Floor: Not disclosed |
| Exercise period | 2nd Series Stock Acquisition Rights From 1 January 2031 to 31 December 2043 / 3rd Stock Acquisition Rights From 1 January 2031 to 13 April 2036 |
| Number of Stock Acquisition Rights | Total number issued 2nd: 17,240 options; 3rd: 2,760 options / Number of unexercised units Not disclosed |
| Conditions for lifting transfer restrictions | For the 2nd Stock Acquisition Rights, 50% may be exercised if consolidated operating income for the fiscal year ending August 2030 is at least ¥10 billion, and the remaining 50% may be exercised if consolidated operating income for the fiscal year ending August 2033 is at least ¥12 billion. At the time of exercise, the holder must be a director or employee of the Company or an employee of one of the Company's subsidiaries, subject to certain exceptions. For the 3rd Stock Acquisition Rights, the holder must be a director or employee of the Company or an employee of one of the Company's subsidiaries at the time of exercise, subject to certain exceptions. |
| Reason for acquisition without consideration | If approval is granted at a shareholders meeting or a resolution is passed by the Board of Directors regarding a corporate reorganization or similar matter, or if the stock acquisition rights can no longer be exercised under the exercise conditions, the Company may acquire all or the applicable portion of the stock acquisition rights free of charge. |
| Categories and Number of Persons Covered | Category Directors and employees of the Company and employees of the Company's subsidiaries / Number of Employees 138 people / Number of allocated shares 1,724,000 shares, Category Employees of the Company and employees of the Company's subsidiaries / Number of Employees 183 people / Number of allocated shares 276,000 shares |
| Procedures under the Corporate Code of Conduct | The 2nd Stock Acquisition Rights will be issued without shareholder approval because they are issued for consideration at fair value and do not constitute particularly advantageous terms. The 3rd Stock Acquisition Rights will also be issued pursuant to a Board of Directors resolution, as they are not considered to constitute particularly advantageous terms. |
Items this document does not state (14)
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 enhance the motivation and morale of officers and employees and strengthen group cohesion, with a view to expanding performance and increasing corporate value through the achievement of the medium-term visions and business plans for 2030 and 2035. The 2nd Stock Acquisition Rights are subject to performance conditions of consolidated operating income of ¥10 billion and ¥12 billion, and the Company states that achieving these targets will contribute to increasing corporate value and shareholder value.