Details of issuance or disposal
Disposal of treasury shares through a third-party allotment (restricted stock)
The company's common shares: up to 200,000 shares (treasury shares)
The lower thin line represents the existing number of shares to which these shares will be added.
¥166.4 million (estimated amount)
0.23% of the total number of issued shares and 0.23% of the total number of voting rights (both based on the maximum number of shares to be disposed of)
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.
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.
| Item | Details |
|---|---|
| Type of issuance or disposal | Disposal of treasury shares through a third-party allotment (restricted stock) |
| Number of shares to be issued or disposed of | The company's common shares: up to 200,000 shares (treasury shares) |
| Issue price and disposal price | ¥832 per share |
| Total issue value | ¥166.4 million (estimated amount) |
| Amount of funds to be raised | Total payment amount: ¥166.4 million; estimated net proceeds: Not disclosed |
| Payment date | 19 February 2027 |
| Intended allottee | 大豊建設 Stock Investment Association: 200,000 shares (maximum) |
| Intended allottee's holding policy | During the restriction period, the association may not transfer the shares, including through withdrawals by eligible employees, create security interests over them, or otherwise dispose of them. |
| Dilution Rate | 0.23% of the total number of issued shares and 0.23% of the total number of voting rights (both based on the maximum number of shares to be disposed of) |
| Total number of issued shares | 86,015,815 shares → Not disclosed |
| Basis for determining the amount to be paid | The closing price on the Tokyo Stock Exchange Standard Market on 16 September 2026, the business day preceding the date of the Board of Directors' resolution, was ¥832. The deviations from the average closing price were 1.22% for the one-month period (17 August 2026 to 16 September 2026), 5.05% for the three-month period (17 June 2026 to 16 September 2026), and 7.22% for the six-month period (17 March 2026 to 16 September 2026). |
| Transfer restriction period | From 19 February 2027 to 30 November 2029 |
| Conditions for lifting transfer restrictions | Subject to the eligible employee remaining a member of the association throughout the restriction period, the restrictions will be lifted when the restriction period expires. If the employee leaves the association due to mandatory retirement, expiration of the contract term, death, promotion to an officer position, or any other reason deemed justified by the Board of Directors, the restrictions will be lifted on the settlement date. Conditions for lifting the restrictions in the event of a corporate reorganisation or similar event are also stipulated. |
| Reason for acquisition without consideration | If an eligible employee leaves the association for a reason other than mandatory retirement, expiration of the contract term, death, promotion to an officer position, or any other reason deemed justified by the Board of Directors, the company will acquire without consideration all of the allocated shares whose restrictions have not been lifted. The company will also acquire without consideration any shares whose restrictions have not been lifted when the restriction period expires or at another time specified in the agreement. |
| Categories and Number of Persons Covered | Among members of the association who are employees of the company, eligible employees who agreed to acquire the interests attributable to the shares allocated to the association. Number of eligible employees: Not disclosed. |
| Total Stock-Based Compensation | Total monetary receivables as a special incentive payment: ¥166.4 million |
| Procedures under the Corporate Code of Conduct | Because the dilution rate is below 25% and the transaction does not involve a change in the controlling shareholder, obtaining an opinion from an independent third party and conducting a shareholder approval procedure are not required. All 3 Audit & Supervisory Board Members, including 2 outside members, expressed the opinion that the disposal price was legally appropriate. |
Items this document does not state (11)
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.To increase employees' motivation to contribute to enhancing corporate value, promote value sharing between employees and shareholders, encourage employees to join the employee stock ownership association, and help employees build personal assets.