Worth reading
47Recurring
Scored from 4 of 5 sectionsDirection
Neutral
Direction inferred from the company’s description.Scale
120000
sharesWording
Conditional
How definitive the wording is.Details of issuance or disposal
Free-of-charge issuance of stock options (stock acquisition rights) as compensation
Who receives how much
Up to 120,000 shares of the company's common stock (100 shares per stock acquisition right)
Representative director1 / Up to 100,000 shares
Directors other than the representative director (excluding outside directors)1 / Up to 20,000 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.
No consideration per stock acquisition right
Amount of funds to be raised
Total payment amount: not applicable (no payment is required for the stock acquisition rights); estimated net proceeds: not applicable
Total Stock-Based Compensation
The fair value per stock acquisition right on the allotment date multiplied by the number of stock acquisition rights allotted. This falls within a compensation pool of no more than ¥350 million per year, including other compensation and similar payments, of which no more than ¥70 million is for outside directors.
Terms of the stock acquisition rights
Exercise price
The initial exercise price will be 105% of the higher of the average closing price for the month preceding the allotment date and the closing price on the allotment date. Adjustment provisions apply in connection with stock splits, consolidations and issuances below market value. The floor is the per-share value of the company's common stock at the time the agreement is executed.
Exercise period
A period determined by the Board of Directors within the period beginning on the date 2 years after the date of the Board of Directors' resolution relating to the grant and ending on the date 10 years after that resolution date
Number of Stock Acquisition Rights
Total number to be issued: maximum of 1,200; outstanding unexercised rights: Not disclosed
Reason for acquisition without consideration
If a merger resolution is approved in which the company becomes the disappearing company, or a resolution is approved for a share exchange or share transfer in which the company becomes a wholly owned subsidiary; if it is expected that all or part of the stock acquisition rights cannot be exercised; or if a stock acquisition rights holder indicates an intention to waive or return the rights, or otherwise relinquish them.
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
For the representative director's allocation, 1/5 of the rights will vest each year after the allotment date. The allocation for the other directors will vest in full on the allotment date. In principle, stock acquisition rights holders must be directors at the time of exercise.
Categories and Number of Persons Covered
1 representative director (maximum of 1,000 rights); 1 director other than the representative director (excluding outside directors) (maximum of 200 rights)
Intended allottee's holding policy
Transfers by stock acquisition rights holders are prohibited. The acquisition of stock acquisition rights through a transfer requires approval by the Board of Directors.
Payment date
Not applicable (no monetary payment is required in exchange for the stock acquisition rights)
Basis for determining the amount to be paid
The exercise price will be the higher of the average closing price for each trading day in the month preceding the month containing the allotment date and the closing price on the allotment date, multiplied by 1.05. However, if this is below the per-share value at the time the agreement is executed, that value will apply.
Procedures under the Corporate Code of Conduct
The proposal will be submitted to the 36th Annual General Meeting of Shareholders scheduled for 18 December 2026.
| Item | Details |
|---|---|
| Type of issuance or disposal | Free-of-charge issuance of stock options (stock acquisition rights) as compensation |
| Number of shares to be issued or disposed of | Up to 120,000 shares of the company's common stock (100 shares per stock acquisition right) |
| Issue price and disposal price | No consideration per stock acquisition right |
| Amount of funds to be raised | Total payment amount: not applicable (no payment is required for the stock acquisition rights); estimated net proceeds: not applicable |
| Payment date | Not applicable (no monetary payment is required in exchange for the stock acquisition rights) |
| Intended allottee | Name Representative director / Number of Employees 1 / Number of shares Up to 100,000 shares, Name Directors other than the representative director (excluding outside directors) / Number of Employees 1 / Number of shares Up to 20,000 shares |
| Intended allottee's holding policy | Transfers by stock acquisition rights holders are prohibited. The acquisition of stock acquisition rights through a transfer requires approval by the Board of Directors. |
| Basis for determining the amount to be paid | The exercise price will be the higher of the average closing price for each trading day in the month preceding the month containing the allotment date and the closing price on the allotment date, multiplied by 1.05. However, if this is below the per-share value at the time the agreement is executed, that value will apply. |
| Exercise price | The initial exercise price will be 105% of the higher of the average closing price for the month preceding the allotment date and the closing price on the allotment date. Adjustment provisions apply in connection with stock splits, consolidations and issuances below market value. The floor is the per-share value of the company's common stock at the time the agreement is executed. |
| Exercise period | A period determined by the Board of Directors within the period beginning on the date 2 years after the date of the Board of Directors' resolution relating to the grant and ending on the date 10 years after that resolution date |
| Number of Stock Acquisition Rights | Total number to be issued: maximum of 1,200; outstanding unexercised rights: Not disclosed |
| Conditions for lifting transfer restrictions | For the representative director's allocation, 1/5 of the rights will vest each year after the allotment date. The allocation for the other directors will vest in full on the allotment date. In principle, stock acquisition rights holders must be directors at the time of exercise. |
| Reason for acquisition without consideration | If a merger resolution is approved in which the company becomes the disappearing company, or a resolution is approved for a share exchange or share transfer in which the company becomes a wholly owned subsidiary; if it is expected that all or part of the stock acquisition rights cannot be exercised; or if a stock acquisition rights holder indicates an intention to waive or return the rights, or otherwise relinquish them. |
| Categories and Number of Persons Covered | 1 representative director (maximum of 1,000 rights); 1 director other than the representative director (excluding outside directors) (maximum of 200 rights) |
| Total Stock-Based Compensation | The fair value per stock acquisition right on the allotment date multiplied by the number of stock acquisition rights allotted. This falls within a compensation pool of no more than ¥350 million per year, including other compensation and similar payments, of which no more than ¥70 million is for outside directors. |
| Procedures under the Corporate Code of Conduct | The proposal will be submitted to the 36th Annual General Meeting of Shareholders scheduled for 18 December 2026. |
Items this document does not state (12)
Total issue valueEstimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesTransfer restriction periodUnderwriter / 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 motivation and morale toward enhancing the Group's long-term corporate value and thereby increase corporate 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.