Komori
Share Issuance and Disposal9272Boutiques,Inc.Information and Communications, Services and Others

Notice Regarding the Issuance of New Share Acquisition Rights (Tax-Qualified Stock Options and Paid Stock Options)

The Company resolved to issue 189 tax-qualified stock options (Series 19) and 491 paid stock options (Series 20) to its directors and employees. If all options are exercised, the number of shares outstanding will increase by up to 68,000, representing dilution of approximately 0.7% of the total shares outstanding.

Worth reading
62In focus
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Direction
Mixed performance
Direction inferred from the company’s description.
Scale
68000
Shares (maximum)
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Tax-qualified stock options (Series 19 stock acquisition rights), Paid stock options (Series 20 stock acquisition rights)

発行・処分する株式数

Series 19 stock acquisition rights 18,900 shares (189 stock acquisition rights, 100 shares per right) / Series 20 stock acquisition rights 49,100 shares (491 stock acquisition rights, 100 shares per right)

Intended allottee
Category The Company's directors and employees / Number of Employees 10 people (Series 19) / Number of stock acquisition rights 189 stock acquisition rights, Category The Company's directors and employees / Number of Employees 15 people (Series 20) / Number of stock acquisition rights 491 stock acquisition rights
Series 19 stock acquisition rights No consideration / Series 20 stock acquisition rights ¥400 per stock acquisition right
Total issue value

Series 20 stock acquisition rights: ¥196,400 (491 rights × ¥400). Series 19 stock acquisition rights: no charge.

Amount of funds to be raised
Payment for Series 20 stock acquisition rights: ¥196,400. Estimated net proceeds: Not disclosed. Total payment upon exercise: Not disclosed.
発行済株式総数

Increase of up to 68,000 shares

Approximately 0.7% at maximum (if all Series 19 and Series 20 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
Series 19: ¥1,815 per share. Based on 110% of the closing price on 12 May 2026; if the closing price on the allotment date is below this amount, the exercise price will be adjusted to the closing price on the allotment date. Series 20: ¥1,650 per share. Adjustment provisions apply in the event of a stock split, reverse stock split, issuance below market value or other specified events. Floor price: Not disclosed.
Exercise period
From 1 December 2028 through 30 November 2031 (if the final day is a bank holiday, the immediately preceding bank business day)
Number of Stock Acquisition Rights
Total issued: 189 Series 19 rights and 491 Series 20 rights. Unexercised balance: Not disclosed.
Reason for acquisition without consideration
If approval by a shareholders meeting or other approval is obtained in connection with a corporate reorganization, if the rights can no longer be exercised, or if a holder waives the rights, the Company may acquire all of the stock acquisition rights, or the stock acquisition rights held by the relevant holder, without consideration.
Categories and Number of Persons Covered
The Company's directors and employees: Series 19, 10 people and 189 rights; Series 20, 15 people and 491 rights (maximum numbers in both cases; breakdown: Not disclosed)
Intended allottee's holding policy
Any acquisition of the stock acquisition rights through transfer requires approval by resolution of the Company's Board of Directors. Other holding policies and lock-up: Not disclosed.
Payment date
28 May 2026 (payment in exchange for the Series 20 stock acquisition rights)
Basis for determining the amount to be paid
Series 19: ¥1,815, calculated by multiplying the closing price for regular trading on the Tokyo Stock Exchange on 12 May 2026 by 110% and rounding up to the nearest yen. Series 20: the closing price on the same date, ¥1,650. The issue price of ¥400 per Series 20 stock acquisition right is equal to the valuation calculated using a Monte Carlo simulation by an independent valuation institution.
Procedures under the Corporate Code of Conduct
Neither the tax-qualified stock options nor the paid stock options is issued on particularly favorable terms, so the issuance will be conducted without obtaining shareholder approval. Opinion from an independent third party: Not disclosed.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalTax-qualified stock options (Series 19 stock acquisition rights), Paid stock options (Series 20 stock acquisition rights)
Number of shares to be issued or disposed ofSeries 19 stock acquisition rights 18,900 shares (189 stock acquisition rights, 100 shares per right) / Series 20 stock acquisition rights 49,100 shares (491 stock acquisition rights, 100 shares per right)
Issue price and disposal priceSeries 19 stock acquisition rights No consideration / Series 20 stock acquisition rights ¥400 per stock acquisition right
Total issue valueSeries 20 stock acquisition rights: ¥196,400 (491 rights × ¥400). Series 19 stock acquisition rights: no charge.
Amount of funds to be raisedPayment for Series 20 stock acquisition rights: ¥196,400. Estimated net proceeds: Not disclosed. Total payment upon exercise: Not disclosed.
Payment date28 May 2026 (payment in exchange for the Series 20 stock acquisition rights)
Intended allotteeCategory The Company's directors and employees / Number of Employees 10 people (Series 19) / Number of stock acquisition rights 189 stock acquisition rights, Category The Company's directors and employees / Number of Employees 15 people (Series 20) / Number of stock acquisition rights 491 stock acquisition rights
Intended allottee's holding policyAny acquisition of the stock acquisition rights through transfer requires approval by resolution of the Company's Board of Directors. Other holding policies and lock-up: Not disclosed.
Dilution RateApproximately 0.7% at maximum (if all Series 19 and Series 20 rights are exercised)
Total number of issued sharesIncrease of up to 68,000 shares
Basis for determining the amount to be paidSeries 19: ¥1,815, calculated by multiplying the closing price for regular trading on the Tokyo Stock Exchange on 12 May 2026 by 110% and rounding up to the nearest yen. Series 20: the closing price on the same date, ¥1,650. The issue price of ¥400 per Series 20 stock acquisition right is equal to the valuation calculated using a Monte Carlo simulation by an independent valuation institution.
Exercise priceSeries 19: ¥1,815 per share. Based on 110% of the closing price on 12 May 2026; if the closing price on the allotment date is below this amount, the exercise price will be adjusted to the closing price on the allotment date. Series 20: ¥1,650 per share. Adjustment provisions apply in the event of a stock split, reverse stock split, issuance below market value or other specified events. Floor price: Not disclosed.
Exercise periodFrom 1 December 2028 through 30 November 2031 (if the final day is a bank holiday, the immediately preceding bank business day)
Number of Stock Acquisition RightsTotal issued: 189 Series 19 rights and 491 Series 20 rights. Unexercised balance: Not disclosed.
Reason for acquisition without considerationIf approval by a shareholders meeting or other approval is obtained in connection with a corporate reorganization, if the rights can no longer be exercised, or if a holder waives the rights, the Company may acquire all of the stock acquisition rights, or the stock acquisition rights held by the relevant holder, without consideration.
Categories and Number of Persons CoveredThe Company's directors and employees: Series 19, 10 people and 189 rights; Series 20, 15 people and 491 rights (maximum numbers in both cases; breakdown: Not disclosed)
Procedures under the Corporate Code of ConductNeither the tax-qualified stock options nor the paid stock options is issued on particularly favorable terms, so the issuance will be conducted without obtaining shareholder approval. Opinion from an independent third party: Not disclosed.
Items this document does not state (11)
Estimated issuance expensesSpecific use of fundsTransfer restriction periodConditions for lifting transfer restrictionsTotal 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 raise the motivation and morale of directors, officers and employees to expand business performance and increase corporate value in pursuit of the medium-term management plan's target fiscal year ending March 2029. The paid stock options include an exercise condition requiring adjusted operating profit to exceed ¥2,968 million.

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Notice Regarding the Issuance of New Share Acquisition Rights (Tax-Qualified Stock Options and Paid Stock Options) | Boutiques,Inc. (9272) timely disclosure | Komori