LegalNippon Ichi Software
Announcement Regarding the Allocation of Stock Options (Stock Acquisition Rights)
28 Feb 20264 pages~1 min full read
Nippon Ichi Software Co., Ltd. is issuing 1,908 stock acquisition rights, representing a total of 190,800 ordinary shares, to align the interests of personnel with company performance.
See it on page 3The allocation covers 156 recipients, including directors, executive officers, auditors, and employees across the parent company and its subsidiaries.
See it on page 2The exercise price for the shares will be set at 105% of the average closing price of the company's shares for the month preceding the 22 July 2025 allocation date, with a floor at the allocation-day closing price.
See it on page 2The exercise window for these stock options is set to span nearly seven years, beginning on 1 August 2028 and ending on 31 May 2035.
See it on page 1The distribution of rights is heavily weighted toward employees, who will receive 1,123 of the 1,908 total rights, while directors receive 560 and auditors receive 70.
See it on page 2The company retains the right to reclaim the subscription rights free of charge if a holder ceases to meet eligibility conditions or in the event of corporate reorganizations such as mergers or share exchanges.
See it on page 4The announcement sets out the terms under which Nippon Ichi Software Co., Ltd. will issue new share subscription rights to its directors, executive officers, auditors, employees and the same categories at its subsidiaries. The primary aim is to boost motivation and morale and to align the interests of key personnel with the company’s performance, in accordance with the Companies Act and the approval obtained at the 32nd ordinary shareholders’ meeting.
A total of 1,908 subscription rights will be granted, each covering 100 ordinary shares for a combined target of 190,800 shares. Allocation is divided among 560 rights for directors, 43 for executive officers, 70 for auditors, 1,123 for employees, 40 for subsidiary directors and 72 for subsidiary employees. Recipients comprise five directors, one executive officer, three auditors, 121 employees, three subsidiary directors and 23 subsidiary employees. No cash contribution is required at grant, and the exercise price will be calculated as the average closing price of the company’s ordinary shares for the month preceding the allocation date, multiplied by 1.05 and rounded up, with a floor at the allocation‑day closing price.
The allocation date is set for 22 July 2025, and the exercise window runs from 1 August 2028 to 31 May 2035. Capital increases resulting from exercised rights are limited to half of the statutory increase ceiling, with the remainder allocated to capital reserves. Rights may be reclaimed free of charge if the holder ceases to meet the eligibility conditions or in the event of mergers, share exchanges or other reorganisations, and any transfer of rights requires board approval. The framework applies to the company’s listed shares on the Tokyo Stock Exchange and its subsidiaries, reflecting a corporate‑wide incentive program spanning the next decade.
