Wel-Dish Probe Finds Ex-President's Cut-Rate Stock Option Exercise Invalid

An independent investigation committee at Wel-Dish. Incorporated (TSE: 2901, formerly Ishigaki Foods) has concluded that a stock-option exercise carried out by the company's former president, identified in the redacted report only as "A", was invalid under the Companies Act. On February 13, 2026, A exercised 2,350 units of the company's 4th stock acquisition rights and paid ¥1.18mn, working out to ¥5 a share. The price the trust bank had on file was ¥140 a share, meaning the shares should have cost ¥32.9mn.

The committee rejected the company's later explanation that unpaid compensation claims covered the gap. Japanese company law does not let a new-share payment obligation be offset against claims against the company, and no board or shareholder resolution had ever confirmed the compensation claims A cited. The finding concerns only that single exercise; the report says the rights themselves were properly issued and allotted to A in 2024.

The report also says A instructed a subordinate to destroy the exercise paperwork and a related internal memorandum, then called that employee near midnight to confirm the destruction, timed just hours after the committee's first hearing of him was scheduled. The employee kept copies instead and later handed them to investigators.

Beyond the option dispute, the committee flagged overridden internal controls in two acquisitions for which no legal due diligence was conducted, consulting and service revenue across several deals where actual delivery of services is in question, and an allegation, not conclusively confirmed, that the company's seal-management log was altered.

A resigned as representative director on May 19; director C has since taken over. Separately, on the day the report was published, director and shareholder Kenji Mano withdrew a May 18 request to convene an extraordinary shareholder meeting, though the company says talks with him continue.