Worth reading
59In focus
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
2.5
% (effective dilution ratio)Wording
Definitive
How definitive the wording is.Details of issuance or disposal
Issuance of stock acquisition rights (paid stock options) (Series 3 stock acquisition rights)
発行・処分する株式数
196,500 shares (1,965 stock acquisition rights, 100 shares per right)
Intended allottee
Name The Company's directors and audit & supervisory board members, and directors of its subsidiaries / Number of Employees 7 / Number of stock acquisition rights 940, Name The Company's employees / Number of Employees 10 / Number of stock acquisition rights 1,025
¥100 per Stock Acquisition Right
Total issue value
¥196,500
Amount of funds to be raised
Total payment amount: ¥196,500; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Not disclosed (the stock acquisition rights are not compensation and will be subscribed for on a paid basis based on each subscriber’s individual investment decision)
発行済株式総数
If all of these stock acquisition rights are exercised, the dilution ratio will be 5.95% of the total number of shares issued. The surrender of the Series 2 stock acquisition rights will eliminate potential shares equivalent to 3.45%, resulting in an effective dilution ratio of approximately 2.50%.
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 ¥1,617 per share. Adjustment provisions apply in the event of a share split or consolidation, or the issuance of shares at a price below the market price, among other events. The floor price is Not disclosed.
Exercise period
From 1 April 2029 to 28 May 2036
Number of Stock Acquisition Rights
Total issued: 1,965; outstanding unexercised: Not disclosed
Reason for acquisition without consideration
If approval is granted for a merger in which the Company is the disappearing company or for a similar transaction, or if a holder becomes unable to exercise the stock acquisition rights under the exercise conditions, the Company may acquire the stock acquisition rights without consideration.
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
The exercise conditions include the Company's net sales exceeding ¥10,000 million in 2 consecutive fiscal years during the fiscal years ending December 2027 through December 2033, among other requirements. At the time of exercise, the holder must also be a director, audit & supervisory board member or employee of the Company or one of its affiliates, subject to certain exceptions.
Categories and Number of Persons Covered
The Company's directors and audit & supervisory board members, and directors of its subsidiaries: 7 people, 940 stock acquisition rights; the Company's employees: 10 people, 1,025 stock acquisition rights
Payment date
29 May 2026
Basis for determining the amount to be paid
The price is ¥100 per stock acquisition right, equal to the fair value calculated by Plutus Consulting Co., Ltd., an independent valuation institution, using a Monte Carlo simulation and taking into account share price information and other factors. The exercise price is ¥1,617, the closing price of the Company's common stock on the Tokyo Stock Exchange on 13 May 2026. The discount rate and premium rate are Not disclosed.
Procedures under the Corporate Code of Conduct
As the stock acquisition rights will be issued for cash at fair value and on terms that are not particularly favorable, the issuance will be conducted without obtaining shareholder approval. The fair value has been calculated by an independent valuation institution.
Most recent equity financing
Timing 13 February 2025 / Type Issuance of the 2nd Stock Acquisition Rights (Paid Stock Options) / Amount Not disclosed
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance of stock acquisition rights (paid stock options) (Series 3 stock acquisition rights) |
| Number of shares to be issued or disposed of | 196,500 shares (1,965 stock acquisition rights, 100 shares per right) |
| Issue price and disposal price | ¥100 per Stock Acquisition Right |
| Total issue value | ¥196,500 |
| Amount of funds to be raised | Total payment amount: ¥196,500; estimated net proceeds: Not disclosed |
| Payment date | 29 May 2026 |
| Intended allottee | Name The Company's directors and audit & supervisory board members, and directors of its subsidiaries / Number of Employees 7 / Number of stock acquisition rights 940, Name The Company's employees / Number of Employees 10 / Number of stock acquisition rights 1,025 |
| Dilution Rate | If all of these stock acquisition rights are exercised, the dilution ratio will be 5.95% of the total number of shares issued. The surrender of the Series 2 stock acquisition rights will eliminate potential shares equivalent to 3.45%, resulting in an effective dilution ratio of approximately 2.50%. |
| Basis for determining the amount to be paid | The price is ¥100 per stock acquisition right, equal to the fair value calculated by Plutus Consulting Co., Ltd., an independent valuation institution, using a Monte Carlo simulation and taking into account share price information and other factors. The exercise price is ¥1,617, the closing price of the Company's common stock on the Tokyo Stock Exchange on 13 May 2026. The discount rate and premium rate are Not disclosed. |
| Exercise price | The initial exercise price is ¥1,617 per share. Adjustment provisions apply in the event of a share split or consolidation, or the issuance of shares at a price below the market price, among other events. The floor price is Not disclosed. |
| Exercise period | From 1 April 2029 to 28 May 2036 |
| Number of Stock Acquisition Rights | Total issued: 1,965; outstanding unexercised: Not disclosed |
| Conditions for lifting transfer restrictions | The exercise conditions include the Company's net sales exceeding ¥10,000 million in 2 consecutive fiscal years during the fiscal years ending December 2027 through December 2033, among other requirements. At the time of exercise, the holder must also be a director, audit & supervisory board member or employee of the Company or one of its affiliates, subject to certain exceptions. |
| Reason for acquisition without consideration | If approval is granted for a merger in which the Company is the disappearing company or for a similar transaction, or if a holder becomes unable to exercise the stock acquisition rights under the exercise conditions, the Company may acquire the stock acquisition rights without consideration. |
| Categories and Number of Persons Covered | The Company's directors and audit & supervisory board members, and directors of its subsidiaries: 7 people, 940 stock acquisition rights; the Company's employees: 10 people, 1,025 stock acquisition rights |
| Total Stock-Based Compensation | Not disclosed (the stock acquisition rights are not compensation and will be subscribed for on a paid basis based on each subscriber’s individual investment decision) |
| Procedures under the Corporate Code of Conduct | As the stock acquisition rights will be issued for cash at fair value and on terms that are not particularly favorable, the issuance will be conducted without obtaining shareholder approval. The fair value has been calculated by an independent valuation institution. |
| Most recent equity financing | Timing 13 February 2025 / Type Issuance of the 2nd Stock Acquisition Rights (Paid Stock Options) / Amount Not disclosed |
Items this document does not state (10)
Estimated issuance expensesSpecific use of fundsIntended allottee's holding policyTotal number of issued sharesTransfer restriction periodUnderwriter / lead underwriterOverallotmentStock Split RatioMajor 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.The Company will review its incentive plan to achieve the performance targets in its medium-term management plan at an early stage, thereby strengthening officers' and employees' commitment, motivation and morale toward expanding business performance and promoting sustained growth in corporate value. The exercise conditions will be set at a higher level than those for the Series 2 stock acquisition rights, with the aim of contributing to the interests of existing shareholders.
How to read this page
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