Worth reading
64In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Neutral
Direction inferred from the company’s description.Scale
0.71
%Wording
Definitive
How definitive the wording is.Details of issuance or disposal
Issuance of new shares as restricted stock compensation
Who receives how much22,900Shares
22,900 common shares of the company (new shares)
2 directors, excluding outside directors17,500 shares
3 executive officers5,400 shares
The height of each bar represents the proportion of shares received by each allottee. The thin line below represents the number of existing shares to which these shares are added.
¥1,301 per share
Total issue value
¥29,792,900
Amount of funds to be raised
Total payment amount: ¥29,792,900; estimated net proceeds: Not disclosed (in-kind contribution of compensation receivables)
Total Stock-Based Compensation
Total monetary compensation receivables: ¥29,792,900 (the annual compensation limit for eligible directors is ¥200 million)
Existing Shares and Increase
+0.71%Rate of increase
3,206,320 shares3,229,220Shares
0.71% (based on 3,206,320 issued shares as of 31 December 2025)
The dilution rate shows what proportion the newly issued shares represent of the existing shares. The higher the proportion, the more the value and voting rights per share are diluted.
Conditions on transfer restrictions
Restricted stock is stock awarded as compensation that cannot be sold during a specified period, with the restrictions lifted once the applicable conditions are met.
Transfer restriction period
From 24 April 2026 through 23 April 2029 (3 years)
Conditions for lifting transfer restrictions
If the recipient remains continuously employed as a director or executive officer of the company throughout the transfer restriction period, and the average market capitalization calculated by multiplying the closing price on each trading day from 2 October 2028 through 28 December 2028 by the number of issued shares excluding treasury shares exceeds ¥8 billion, 100% of the restrictions will be lifted. If the target is not achieved, 0% will be lifted.
Reason for acquisition without consideration
The company will acquire without consideration any shares whose transfer restrictions have not been lifted at the end of the transfer restriction period, as well as any shares held by a recipient who loses their position as a director or executive officer before the end of that period, including as a result of death, or if any other specified event occurs.
Categories and Number of Persons Covered
Category Directors (excluding outside directors) / Number of Employees 2 / Number of allocated shares 17,500 shares, Category Executive officers / Number of Employees 3 / Number of allocated shares 5,400 shares
Intended allottee's holding policy
The shares may not be transferred, pledged, or otherwise disposed of during the period from 24 April 2026 through 23 April 2029. The holding policy after the transfer restrictions are lifted is Not disclosed.
Payment date
24 April 2026
Basis for determining the amount to be paid
The closing price of the company's common shares on the Tokyo Stock Exchange on 26 March 2026 was ¥1,301. No discount or premium was stated; the issue price is equal to the closing price.
Procedures under the Corporate Code of Conduct
At the 12th Annual General Meeting of Shareholders held on 27 March 2026, approval was obtained for an annual limit of ¥200 million in monetary compensation receivables and an annual limit of 63,000 shares, among other matters, under the Code of Corporate Conduct.
Impact on Business Performance
The disclosure contains no information on the impact of this issuance of new shares on business performance: Not disclosed.
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance of new shares as restricted stock compensation |
| Number of shares to be issued or disposed of | 22,900 common shares of the company (new shares) |
| Issue price and disposal price | ¥1,301 per share |
| Total issue value | ¥29,792,900 |
| Amount of funds to be raised | Total payment amount: ¥29,792,900; estimated net proceeds: Not disclosed (in-kind contribution of compensation receivables) |
| Payment date | 24 April 2026 |
| Intended allottee | Name 2 directors, excluding outside directors / Number of Shares 17,500 shares, Name 3 executive officers / Number of Shares 5,400 shares |
| Intended allottee's holding policy | The shares may not be transferred, pledged, or otherwise disposed of during the period from 24 April 2026 through 23 April 2029. The holding policy after the transfer restrictions are lifted is Not disclosed. |
| Dilution Rate | 0.71% (based on 3,206,320 issued shares as of 31 December 2025) |
| Total number of issued shares | 3,206,320 shares → 3,229,220 shares（0.71％） |
| Basis for determining the amount to be paid | The closing price of the company's common shares on the Tokyo Stock Exchange on 26 March 2026 was ¥1,301. No discount or premium was stated; the issue price is equal to the closing price. |
| Transfer restriction period | From 24 April 2026 through 23 April 2029 (3 years) |
| Conditions for lifting transfer restrictions | If the recipient remains continuously employed as a director or executive officer of the company throughout the transfer restriction period, and the average market capitalization calculated by multiplying the closing price on each trading day from 2 October 2028 through 28 December 2028 by the number of issued shares excluding treasury shares exceeds ¥8 billion, 100% of the restrictions will be lifted. If the target is not achieved, 0% will be lifted. |
| Reason for acquisition without consideration | The company will acquire without consideration any shares whose transfer restrictions have not been lifted at the end of the transfer restriction period, as well as any shares held by a recipient who loses their position as a director or executive officer before the end of that period, including as a result of death, or if any other specified event occurs. |
| Categories and Number of Persons Covered | Category Directors (excluding outside directors) / Number of Employees 2 / Number of allocated shares 17,500 shares, Category Executive officers / Number of Employees 3 / Number of allocated shares 5,400 shares |
| Total Stock-Based Compensation | Total monetary compensation receivables: ¥29,792,900 (the annual compensation limit for eligible directors is ¥200 million) |
| Procedures under the Corporate Code of Conduct | At the 12th Annual General Meeting of Shareholders held on 27 March 2026, approval was obtained for an annual limit of ¥200 million in monetary compensation receivables and an annual limit of 63,000 shares, among other matters, under the Code of Corporate Conduct. |
| Impact on Business Performance | The disclosure contains no information on the impact of this issuance of new shares on business performance: Not disclosed. |
Items this document does not state (10)
Estimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioMost recent equity financingMajor shareholders after the offering
These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.
The reasons the company gives
The company's own explanation, not something inferred from the numbers.The purpose is to provide directors with an incentive to achieve sustained growth in corporate value, promote value sharing between directors and shareholders, clarify the linkage between compensation and performance targets, and strengthen commitment to those targets. The company explained that the 0.71% dilution is minor and reasonable in light of the purpose of the plan.
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