PCLA · PicoCELA Inc.

This filing discloses a highly material executive compensation event involving the issuance of 5.46 million restricted common shares — representing over 56% of PicoCELA’s total outstanding shares — to a single officer, Hideaki Horikiri, who serves as both CFO and an Audit and Supervisory Committee member. The grants were authorized by board resolutions on March 11 and March 24, 2026, and ratified by shareholder resolution on February 24, 2026, indicating pre-planned, governance-approved action. Critically, as of April 11, 2026, Horikiri held 70.66% of the company’s 9,613,805 outstanding common shares, creating an unprecedented level of ownership concentration for a public company with Nasdaq listing (PCLA). The 20-year transfer restriction is exceptionally long — far exceeding typical vesting or lock-up periods — and applies separately to each tranche, raising questions about liquidity, corporate control, and alignment with minority shareholders. The forfeiture provisions tie retention directly to legal compliance, but do not include performance, tenure, or financial metrics. Given that the grants constitute a massive dilution event (56.8% of current float) and materially alter voting control, investors must assess implications for board independence, audit committee objectivity, and future capital structure flexibility. No disclosure is made regarding valuation methodology, fair value accounting treatment, or impact on earnings per share — all material omissions for a transaction of this scale.