| Schedule of Trust-type Stock Options |
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 |
|
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) |
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. Holders of stock options may exercise their stock options only when the Company’s shares are listed on a financial instruments exchange market. 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.
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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) |
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. 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.
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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 |
|
|
| Schedule of 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 |
|
| Schedule of Fair Value of Stock Options Granted |
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.
|