Worth reading
50Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Mixed performance
Direction inferred from the company’s description.Scale
0.9
As a percentage of total shares issued (%)Wording
Definitive
How definitive the wording is.Details of issuance or disposal
Issuance of stock acquisition rights through solicitation (medium- to long-term performance-linked stock acquisition rights)
Intended allottee
Category Executive officers and employees of the Company and its subsidiaries / Number of Employees 11 / Number of stock acquisition rights 492
発行済株式総数
0.9% (assuming 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.
Terms of the stock acquisition rights
Exercise price
The initial exercise price is ¥1,000 per share. Adjustment provisions apply in connection with share splits, share consolidations, the issuance of new shares or disposal of treasury shares at a price below market value, and other events. The floor price is Not disclosed.
Exercise period
From 1 April 2029 to 17 March 2036
Number of Stock Acquisition Rights
492 rights issued in total; the number of outstanding unexercised rights is Not disclosed
Reason for acquisition without consideration
If approval is granted at a shareholders meeting or otherwise for a merger agreement or similar arrangement under which the Company is the disappearing company, the Company may acquire all of the stock acquisition rights without consideration upon the arrival of a date separately determined by the Company's Board of Directors. The Company may also acquire them without consideration if they become unexercisable under the exercise conditions before they are exercised.
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
Acquisition of the stock acquisition rights through transfer requires the approval of the Company's Board of Directors. Subject to performance conditions, the following exercisable percentages will be granted: 30% if EBITDA for the fiscal year ending December 2028 exceeds ¥1,200 million; 35% if EBITDA exceeds ¥1,500 million in any fiscal year from the fiscal year ending December 2028 through the fiscal year ending December 2030; and 35% if EBITDA exceeds ¥3,000 million in any fiscal year during the same period.
Categories and Number of Persons Covered
11 executive officers and employees of the Company and its subsidiaries; 492 rights
Intended allottee's holding policy
Acquisition of the stock acquisition rights through transfer requires the approval of the Company's Board of Directors. Other holding policies and lock-up details: Not disclosed.
Payment date
21 July 2026
Basis for determining the amount to be paid
The issue price of ¥900 per stock acquisition right is equal to the amount calculated by the third-party valuation agency 株式会社プルータス・コンサルティング using a Monte Carlo simulation, taking into account share price information and other factors. The exercise price is ¥1,000, the closing price on the Tokyo Stock Exchange on 30 June 2026, the business day preceding the date of the Board of Directors' resolution. The discount rate and premium rate are Not disclosed.
Procedures under the Corporate Code of Conduct
The rights will be issued for consideration at fair value and are not issued on particularly favorable terms, so the issuance will be conducted without shareholder approval. A valuation has been obtained from a third-party valuation agency.
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance of stock acquisition rights through solicitation (medium- to long-term performance-linked stock acquisition rights) |
| Issue price and disposal price | ¥900 per stock acquisition right |
| Payment date | 21 July 2026 |
| Intended allottee | Category Executive officers and employees of the Company and its subsidiaries / Number of Employees 11 / Number of stock acquisition rights 492 |
| Intended allottee's holding policy | Acquisition of the stock acquisition rights through transfer requires the approval of the Company's Board of Directors. Other holding policies and lock-up details: Not disclosed. |
| Dilution Rate | 0.9% (assuming all of these stock acquisition rights are exercised) |
| Basis for determining the amount to be paid | The issue price of ¥900 per stock acquisition right is equal to the amount calculated by the third-party valuation agency 株式会社プルータス・コンサルティング using a Monte Carlo simulation, taking into account share price information and other factors. The exercise price is ¥1,000, the closing price on the Tokyo Stock Exchange on 30 June 2026, the business day preceding the date of the Board of Directors' resolution. The discount rate and premium rate are Not disclosed. |
| Exercise price | The initial exercise price is ¥1,000 per share. Adjustment provisions apply in connection with share splits, share consolidations, the issuance of new shares or disposal of treasury shares at a price below market value, and other events. The floor price is Not disclosed. |
| Exercise period | From 1 April 2029 to 17 March 2036 |
| Number of Stock Acquisition Rights | 492 rights issued in total; the number of outstanding unexercised rights is Not disclosed |
| Conditions for lifting transfer restrictions | Acquisition of the stock acquisition rights through transfer requires the approval of the Company's Board of Directors. Subject to performance conditions, the following exercisable percentages will be granted: 30% if EBITDA for the fiscal year ending December 2028 exceeds ¥1,200 million; 35% if EBITDA exceeds ¥1,500 million in any fiscal year from the fiscal year ending December 2028 through the fiscal year ending December 2030; and 35% if EBITDA exceeds ¥3,000 million in any fiscal year during the same period. |
| Reason for acquisition without consideration | If approval is granted at a shareholders meeting or otherwise for a merger agreement or similar arrangement under which the Company is the disappearing company, the Company may acquire all of the stock acquisition rights without consideration upon the arrival of a date separately determined by the Company's Board of Directors. The Company may also acquire them without consideration if they become unexercisable under the exercise conditions before they are exercised. |
| Categories and Number of Persons Covered | 11 executive officers and employees of the Company and its subsidiaries; 492 rights |
| Procedures under the Corporate Code of Conduct | The rights will be issued for consideration at fair value and are not issued on particularly favorable terms, so the issuance will be conducted without shareholder approval. A valuation has been obtained from a third-party valuation agency. |
Items this document does not state (14)
Number of shares to be issued or disposed ofTotal issue valueAmount of funds to be raisedEstimated issuance expensesSpecific use of fundsTotal number of issued sharesTransfer restriction periodTotal Stock-Based CompensationUnderwriter / 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 executive officers and employees and further strengthen the unity of the Group, with the aim of expanding the Group's performance and increasing corporate value over the medium to long term. The Company explains that making achievement of performance targets an exercise condition will contribute to increasing corporate and shareholder value.
How to read this page
This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.