v3.26.1
Share-based Payments
12 Months Ended
Mar. 31, 2026
Disclosure of terms and conditions of share-based payment arrangement [abstract]  
Share-based Payments

35. Share-based Payments

Note that the number of the shares or stock options, the exercise price, and the fair value of shares on the grant date presented below have been retrospectively adjusted in respect of the share split that occurred on November 15, 2025. Refer to Note 28, Issued Capital and Reserves, for further details.

(1)
Overview of the Stock Option
(i)
1st stock options

The Group has granted stock options as share-based payment awards to non-employees for the software development service provided to the Group. The option holder has the right to acquire the Company’s common shares upon exercise. The option holder may exercise the options at any time subsequent to vesting and no later than the expiration date. On April 4, 2025, all of the 1st stock options held by SVF II Piranha (DE) LLC were exercised. Refer to Note 28, Issued Capital and Reserves and Note 38, Related Party Transactions.

(ii)
2nd to 46th trust-type of stock options

The Group has a trust-type stock option plan for directors, corporate officers, and employees (“the trust-type plan”) to attract and retain exceptionally qualified and talented human resources to achieve the Group’s business goals. Under the trust-type plan, SoftBank Corp. and LY Corporation, which are the owners of the parent company, contributed their funds to the trust and the trust acquired a total of 11,636 thousand shares of the 2nd to 46th series of the stock options (“the trust-type stock options”) from the Company on August 29, 2022. In addition, on a predetermined date, according to the instructions of the Company, the trust-type stock options will be granted to the directors, corporate officers, and other employees of the Company or its subsidiaries.

The number of trust-type stock options issued to the trust is shown in the table below.

 

 

 

(In thousands of shares)

 

 

 

Exercisable period
(Five periods)

 

Market condition
(Nine conditions)

 

From April 1, 2024
to March 31, 2033

 

 

From April 1, 2025
to March 31, 2033

 

 

From April 1, 2026
to March 31, 2033

 

 

From April 1, 2027
to March 31, 2033

 

 

From April 1, 2028
to March 31, 2033

 

None

 

 

843

 

 

 

843

 

 

 

843

 

 

 

843

 

 

 

838

 

3 trillion yen

 

 

416

 

 

 

387

 

 

 

387

 

 

 

386

 

 

 

386

 

4 trillion yen

 

 

359

 

 

 

328

 

 

 

324

 

 

 

308

 

 

 

308

 

5 trillion yen

 

 

248

 

 

 

248

 

 

 

192

 

 

 

108

 

 

 

108

 

6 trillion yen

 

 

174

 

 

 

174

 

 

 

161

 

 

 

161

 

 

 

125

 

7 trillion yen

 

 

73

 

 

 

73

 

 

 

73

 

 

 

73

 

 

 

73

 

8 trillion yen

 

 

84

 

 

 

84

 

 

 

84

 

 

 

80

 

 

 

80

 

9 trillion yen

 

 

107

 

 

 

107

 

 

 

104

 

 

 

104

 

 

 

104

 

10 trillion yen

 

 

167

 

 

 

167

 

 

 

167

 

 

 

167

 

 

 

167

 

Total

 

 

2,471

 

 

 

2,411

 

 

 

2,335

 

 

 

2,230

 

 

 

2,189

 

 

 

For the year ended March 31, 2023, a total of 4,589 thousand shares of trust-type stock options were granted to directors, corporate officers and other employees. In addition, the trust was consolidated to the Group’s Consolidated Statements of Financial Position and Consolidated Statements of Profit or Loss. As of April 30, 2025, remaining 7,047 thousand shares of trust-type stock options which the trust held were forfeited and extinguished, and the trust had been terminated.

(iii)
47th and 48th tax qualified-type, and 49th one-yen-exercisable at retirement-type of stock options

The Group has tax qualified-type and one-yen-exercisable at retirement-type of stock option plans for directors, corporate officers, and other employees for the purpose of attracting and retaining exceptionally qualified and talented human resources to achieve the Group’s business goals.

(iv)
Phantom stock awards

The Group grants phantom stock awards to certain employees, which are accounted for as cash-settled share-based payment arrangements. A phantom stock award is an award of a theoretical number of units (phantom units) operating in substance as a phantom option, whose value is based on the appreciation of the Company's common stock over a specified exercise price. The value of each phantom unit is based on the excess of the Company’s common stock price over the exercise price and, therefore, appreciates and depreciates on the basis of fluctuations in the value of the Company's common stock.

(2)
Stock Options Outstanding

The Group’s stock options outstanding as of March 31, 2026 are as follows:

(i)
2nd to 46th trust-type stock options

 

Name

 

2nd to 6th stock options

 

7th to 46th stock options

Grant date

 

December 5, 2022

 

December 5, 2022

Grantee

 

Directors, corporate officers
and other employees

 

Directors, corporate officers and other employees

Number of options granted

 

See the table below (4)

 

See the table below (4)

Settlement method

 

Equity-settled

 

Equity-settled

Exercisable period

 

See the table below (4)

 

See the table below (4)

Conditions of vesting

 

Service condition (1)

IPO condition (2)

 

Service condition (1)

IPO condition (2)

Market condition (3)

 

(1)
Service condition

Holders of stock options must be directors, corporate officers, or other permanent employees of the Company or its subsidiaries at the time of exercising the rights. The stock options are forfeited upon resignation from the Group. However, this shall not apply in cases where the Board of Directors approves the condition such as retirement due to expiration of term of office or mandatory retirement age.

(2)
IPO condition

Holders of stock options may exercise their stock options only when the Company’s shares are listed on a financial instruments exchange market.

(3)
Market condition

Holders of stock options may not exercise their stock options unless the market capitalization exceeds a certain threshold (4) on a specific date at least once during the period from the listing of the Company’s shares on a financial instruments exchange market to the last day of the exercisable period.

(4)
Number of 2nd to 46th trust-type stock options granted, exercisable period and market condition

There are five exercisable periods and nine market capitalization conditions, therefore, the Group has a total of 45 types of stock options. The number of trust-type stock options is as follows.

 

 

 

(In thousands of shares)

 

 

 

Exercisable period
(Five periods)

 

Market condition
(Nine conditions)

 

From April 1, 2024
to March 31, 2033

 

 

From April 1, 2025
to March 31, 2033

 

 

From April 1, 2026
to March 31, 2033

 

 

From April 1, 2027
to March 31, 2033

 

 

From April 1, 2028
to March 31, 2033

 

None

 

 

444

 

 

 

444

 

 

 

442

 

 

 

376

 

 

 

342

 

3 trillion yen

 

 

187

 

 

 

165

 

 

 

152

 

 

 

144

 

 

 

136

 

4 trillion yen

 

 

123

 

 

 

115

 

 

 

107

 

 

 

98

 

 

 

89

 

5 trillion yen

 

 

82

 

 

 

74

 

 

 

63

 

 

 

51

 

 

 

38

 

6 trillion yen

 

 

52

 

 

 

50

 

 

 

47

 

 

 

44

 

 

 

31

 

7 trillion yen

 

 

28

 

 

 

28

 

 

 

27

 

 

 

26

 

 

 

26

 

8 trillion yen

 

 

27

 

 

 

27

 

 

 

26

 

 

 

25

 

 

 

25

 

9 trillion yen

 

 

36

 

 

 

35

 

 

 

35

 

 

 

35

 

 

 

33

 

10 trillion yen

 

 

52

 

 

 

52

 

 

 

51

 

 

 

50

 

 

 

49

 

Total

 

 

1,031

 

 

 

990

 

 

 

950

 

 

 

849

 

 

 

769

 

 

(ii)
47th and 48th tax qualified-type and 49th one-yen-exercisable at retirement-type of stock options

 

Name

 

47th stock option

 

48th stock options

 

49th stock options

Grant date

 

April 28, 2025

 

April 28, 2025

 

April 28, 2025

Grantee

 

Employees

 

Directors and corporate officers

 

Directors and corporate officers

Number of options granted

 

See the table below (3)

 

See the table below (3)

 

569 thousand shares

Settlement method

 

Equity-settled

 

Equity-settled

 

Equity-settled

Exercisable period

 

See the table below (3)

 

See the table below (3)

 

From June 1, 2025

to May 31, 2045

Conditions of vesting

 

Service condition (1)

IPO condition (2)

 

Service condition (1)

IPO condition (2)

 

IPO condition (2)

 

(1)
Service condition

Holders of stock options must be directors, corporate officers, or other permanent employees of the Company or its subsidiaries at the time of exercising the rights. The stock options are forfeited upon resignation from the Group. However, this shall not apply in cases where the Board of Directors approves the condition such as retirement due to expiration of term of office or mandatory retirement age.

(2)
IPO condition

Holders of stock options may exercise their stock options only when the Company’s shares are listed on a financial instruments exchange market.

(3)
Number of stock options granted, exercisable period

The number of 47th and 48th tax qualified-type stock options by exercisable period is as follows.

 

 

 

(In thousands of shares)

 

 

 

Exercisable period
(Five periods)

 

 

 

From
April 25, 2027
to April 23, 2035

 

 

From
April 29, 2028
to April 23, 2035

 

 

From
April 29, 2029
to April 23, 2035

 

 

From
April 29, 2030
to April 23, 2035

 

 

From
April 29, 2031
to April 23, 2035

 

 

Total

 

47th stock options

 

 

1,625

 

 

 

1,582

 

 

 

1,529

 

 

 

1,472

 

 

 

1,417

 

 

 

7,625

 

48th stock options

 

 

107

 

 

 

107

 

 

 

107

 

 

 

107

 

 

 

107

 

 

 

535

 

 

(iii)
Phantom stock awards

The awards become exercisable upon satisfaction of all conditions, including service conditions, an IPO condition, and market conditions. Upon exercise, the Group settles the awards in cash based on the difference between the exercise price and the share price at the exercise date. The maximum term of the phantom stock awards granted under this plan is 11.9 years, which represents the period from the grant date to the expiration of the exercise period.

(3)
Expenses and Liabilities Arising from Share-based Payments

Operating expenses and liabilities recognized in the Group's Consolidated Statements of Profit or Loss and Consolidated Statements of Financial Position in connection with share-based payments were as follows:

(i)
Operating expenses

 

 

 

(In millions of yen)

 

 

 

For the year ended

 

 

 

March 31, 2024

 

March 31, 2025

 

March 31, 2026

 

Equity-settled

 

 

 

 

1,730

 

Cash-settled

 

 

 

 

117

 

Total

 

 

 

 

1,847

 

 

(ii)
Liabilities

Liabilities recognized in connection with share-based payments solely relate to phantom stock awards, which are classified as cash-settled share-based payment arrangements.

 

 

 

(In millions of yen)

 

 

 

March 31, 2025

 

March 31, 2026

 

Total carrying amount of liabilities

 

 

 

130

 

Total intrinsic value of vested liabilities

 

 

 

20

 

 

As the Group completed its initial public offering on March 12, 2026 and satisfied the IPO condition, the Group commenced the recognition of share-based payment expenses and liabilities in the Consolidated Statements of Profit or Loss for the year ended March 31, 2026 and Consolidated Statements of Financial Position as of March 31, 2026.

 

(4)
Details of the stock options and awards

Details of the stock options and awards are as follows:

For the year ended March 31, 2024

 

 

1st stock options

 

2nd to 46th stock options

 

 

Phantom stock awards

 

 

 

Number
of stock
options
(Thousand
shares)

 

 

Weighted
average
exercise
price
(Yen)

 

Number
of stock
options
(Thousand
shares)

 

 

Weighted
average
exercise
price
(Yen)

 

 

Number
of stock
options
(Thousand
shares)

 

 

Weighted
average
exercise
price
(Yen)

 

Outstanding at the beginning
   of the year

 

 

31,802

 

 

 

500

 

 

4,516

 

 

 

1,300

 

 

 

79

 

 

 

1,300

 

Granted

 

 

 

 

 

 

 

 

 

 

 

Exercised

 

 

 

 

 

 

 

 

 

 

 

Forfeited

 

 

 

 

 

(217

)

 

 

1,300

 

 

 

 

 

Expired

 

 

 

 

 

 

 

 

 

 

 

Outstanding at the end of the
   year
(1)

 

 

31,802

 

 

 

500

 

 

4,299

 

 

 

1,300

 

 

 

79

 

 

 

1,300

 

Exercisable at the end of the
   year

 

 

31,802

 

 

 

500

 

 

 

 

 

 

 

 

 

(1)
The weighted average remaining contractual lives in relation to 1st stock options, 2nd to 46th stock options, and phantom stock awards outstanding as of March 31, 2024 were 6.5 years, 9.0 years, and 9.0 years, respectively.

For the year ended March 31, 2025

 

 

1st stock options

 

 

2nd to 46th stock options

 

 

Phantom stock awards

 

 

 

Number
of stock
options
(Thousand
shares)

 

 

Weighted
average
exercise
price
(Yen)

 

 

Number
of stock
options
(Thousand
shares)

 

 

Weighted
average
exercise
price
(Yen)

 

 

Number
of stock
options
(Thousand
shares)

 

 

Weighted
average
exercise
price
(Yen)

 

Outstanding at the beginning
   of the year

 

 

31,802

 

 

 

500

 

 

 

4,299

 

 

 

1,300

 

 

 

79

 

 

 

1,300

 

Granted

 

 

 

 

 

 

 

 

 

 

 

 

Exercised

 

 

 

 

 

 

 

 

 

 

 

 

Forfeited

 

 

 

 

 

 

(288

)

 

 

1,300

 

 

 

 

 

Expired

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding at the end of the
   year
(1)

 

 

31,802

 

 

 

500

 

 

 

4,011

 

 

 

1,300

 

 

 

79

 

 

 

1,300

 

Exercisable at the end of the
   year

 

 

31,802

 

 

 

500

 

 

 

 

 

 

 

 

 

 

(1)
The weighted average remaining contractual lives in relation to 1st stock options, 2nd to 46th stock options outstanding, and Phantom stock awards as of March 31, 2025 were 5.5 years, 8.0 years, and 8.0 years, respectively.

For the year ended March 31, 2026

 

 

1st stock options

 

 

2nd to 46th stock options

 

 

47th stock options

 

 

 

Number
of stock
options
(Thousand
shares)

 

 

Weighted
average
exercise
price
(Yen)

 

 

Number
of stock
options
(Thousand
shares)

 

 

Weighted
average
exercise
price
(Yen)

 

 

Number
of stock
options
(Thousand
shares)

 

 

Weighted
average
exercise
price
(Yen)

 

Outstanding at the beginning
   of the year

 

 

31,802

 

 

 

500

 

 

 

4,011

 

 

 

1,300

 

 

 

 

 

 

Granted

 

 

 

 

 

 

 

 

 

 

 

7,625

 

 

 

1,300

 

Exercised (1)

 

 

(31,802

)

 

 

500

 

 

 

(82

)

 

 

1,300

 

 

 

 

 

 

Forfeited

 

 

 

 

 

 

(122

)

 

 

1,300

 

 

 

(255

)

 

 

1,300

 

Expired

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding at the end of the
   year
(2)

 

 

 

 

 

 

3,807

 

 

 

1,300

 

 

 

7,370

 

 

 

1,300

 

Exercisable at the end of the
   year

 

 

 

 

 

 

633

 

 

 

1,300

 

 

 

 

 

 

 

 

 

48th stock options

 

 

49th stock options

 

 

Phantom stock awards

 

 

 

Number
of stock
options
(Thousand
shares)

 

 

Weighted
average
exercise
price
(Yen)

 

 

Number
of stock
options
(Thousand
shares)

 

 

Weighted
average
exercise
price
(Yen)

 

 

Number
of awards
(Thousand)

 

 

Weighted
average
exercise
price
(Yen)

 

Outstanding at the beginning
   of the year

 

 

 

 

 

 

 

 

 

 

79

 

 

 

1,300

 

Granted

 

 

535

 

 

 

1,300

 

 

 

569

 

 

 

1

 

 

 

155

 

 

 

1,327

 

Exercised (1)

 

 

 

 

 

 

 

 

 

 

 

 

Forfeited

 

 

 

 

 

 

 

 

 

 

 

 

Expired

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding at the end of the
   year
(2)

 

 

535

 

 

 

1,300

 

 

 

569

 

 

 

1

 

 

 

234

 

 

 

1,318

 

Exercisable at the end of the
   year

 

 

 

 

 

 

 

 

 

 

10

 

 

 

1,300

 

 

(1)
The weighted average share price at the date of exercise was 1,305 yen.
(2)
The weighted average remaining contractual lives in relation to the stock options and awards outstanding as of March 31, 2026 were as follows:

 

 

 

2nd to 46th
stock options

 

 

47th stock
options

 

48th stock
options

 

49th stock
options

 

Phantom
stock awards

Weighted average remaining
   contractual lives (years)

 

 

7.0

 

 

9.1

 

9.1

 

19.2

 

8.4

 

(5)
Fair Value Measurement
(i)
Fair value measurement of the equity-settled share-based payments issued during the reporting periods

For the years ended March 31, 2024 and 2025

There were no stock options granted during the years ended March 31, 2024, and 2025, respectively.

For the year ended March 31, 2026

Fair value of stock options granted during the year ended March 31, 2026 was measured as follows:

 

Grant and name

 

47th stock
options

 

 

48th stock
options

 

 

49th stock
options

 

Weighted average fair value

 

488 yen

 

 

409 yen

 

 

472 yen

 

Valuation method used

 

Monte-Carlo
simulation
(1)

 

 

Monte-Carlo
simulation
(1)

 

 

Monte-Carlo
simulation
(1)

 

Key inputs and assumptions

 

 

 

 

 

 

 

 

 

Exercise price

 

1,300 yen

 

 

1,300 yen

 

 

1 yen

 

Fair value of share on
   grant date

 

1,300 yen

 

 

1,300 yen

 

 

1,300 yen

 

Exercise period

 

10 years

 

 

10 years

 

 

20 years

 

Expected dividend yield

 

 

3.4

%

 

 

3.4

%

 

 

3.4

%

Expected volatility (2)

 

 

38.6

%

 

 

38.6

%

 

 

37.6

%

Risk-free interest rate

 

 

1.3

%

 

 

1.3

%

 

 

2.1

%

 

(1)
Monte-Carlo simulation requires various highly subjective assumptions, including expected volatility, expected life of stock options, expected dividend yield, and fair value of common share at the time of option grants.
(2)
The expected volatility was derived from the historical volatility over a period similar to the expected life of the stock options for publicly listed companies that are comparable to the Group.
(ii)
Fair value measurement of cash-settled share-based payments at the end of the year

 

 

 

March 31, 2026

Weighted average fair value

 

1,998 yen

Valuation method used

 

Monte-Carlo simulation (1)

Key inputs and assumptions

 

 

Exercise price

 

1,300 yen or 1,750 yen

Fair value of share at the end of the
   period

 

3,393 yen

Exercise period

 

7.0 years - 9.1 years

Expected dividend yield

 

See below (2)

Expected volatility (3)

 

39.9% - 41.6%

Risk-free interest rate

 

2.1% - 2.3%

 

(1)
Monte-Carlo simulation requires various highly subjective assumptions, including expected volatility, expected life of the awards, expected dividend yield, and fair value of common share at the end of the year.
(2)
The expected dividend yield was estimated to be zero for the first five years following the IPO and 1.6 % from the sixth year onward.
(3)
The expected volatility was derived from the historical volatility over a period similar to the expected life of the awards for publicly listed companies that are comparable to the Group.