Worth reading
56In 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
250000
Shares (maximum)Wording
Conditional
How definitive the wording is.Details of issuance or disposal
Disposal of treasury shares as restricted stock incentives for the employee stock ownership plan
Who receives how much250,000Shares
250,000 shares of the Company's common stock (maximum; the actual number of shares will be the number of shares subscribed for under the rules of the Employee Stock Ownership Association)
東亜道路従業員持株会250,000 shares (maximum)
The lower thin line represents the existing number of shares to which these shares will be added.
¥1,555 per share
Total issue value
¥388,750,000 (maximum)
Amount of funds to be raised
Total amount paid in: ¥388,750,000 (maximum); estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Monetary receivables of ¥311,000 per eligible employee. The total amount for a maximum of 1,250 employees is Not disclosed
発行済株式総数
0.50% of total shares issued and 0.54% of total voting rights (both based on the maximum number of shares)
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
18 September 2026 to 19 March 2027
Conditions for lifting transfer restrictions
Provided that an eligible employee remains a member of the Employee Stock Ownership Association throughout the restricted period, the transfer restrictions on all of the allocated shares corresponding to the eligible employee's restricted stock interests who satisfies the condition will be lifted upon expiration of the restricted period.
Reason for acquisition without consideration
If an eligible employee withdraws from the Employee Stock Ownership Association during the restricted period, engages in conduct that violates laws or regulations, falls under any other specified event set forth in the allocation agreement, or remains subject to transfer restrictions when the restricted period expires. In the event of a corporate reorganization or similar event, the Company may also acquire the shares without consideration pursuant to a resolution of the Board of Directors.
Categories and Number of Persons Covered
Up to 1,250 eligible employees of the Company, with 200 shares per employee. The actual number of employees will be determined based on the number of employees who agree to participate in the plan.
Intended allottee's holding policy
During the restricted period, the allocated shares may not be transferred to third parties, pledged or otherwise disposed of, and will be managed in a dedicated account of the Employee Stock Ownership Association. If an eligible employee remains a member of the Employee Stock Ownership Association throughout the restricted period, the transfer restrictions will be lifted when the period expires.
Payment date
18 September 2026
Basis for determining the amount to be paid
The amount was based on the closing price of ¥1,555 for the Company's common stock on the Tokyo Stock Exchange Prime Market on 3 July 2026, the business day preceding the date of the Board of Directors' resolution. The deviations from the average closing price were 2.24% for the one-month period (4 June to 3 July 2026), -0.70% for the three-month period (6 April to 3 July 2026), and -7.82% for the six-month period (5 January to 3 July 2026).
Procedures under the Corporate Code of Conduct
Because the dilution ratio is less than 25% and the transaction does not involve a change in the controlling shareholder, obtaining an opinion from an independent third party and conducting a procedure to confirm shareholders' intentions are not required. All 3 Audit & Supervisory Board Members, including 2 outside Audit & Supervisory Board Members, have expressed the opinion that the disposal price is lawful.
Most recent equity financing
Timing 11 July 2022 / Type Resolution to introduce a restricted stock incentive plan for the Employee Stock Ownership Association / Amount Not disclosed
Impact on Business Performance
The impact of this disposal of treasury shares on financial results is Not disclosed.
| Item | Details |
|---|---|
| Type of issuance or disposal | Disposal of treasury shares as restricted stock incentives for the employee stock ownership plan |
| Number of shares to be issued or disposed of | 250,000 shares of the Company's common stock (maximum; the actual number of shares will be the number of shares subscribed for under the rules of the Employee Stock Ownership Association) |
| Issue price and disposal price | ¥1,555 per share |
| Total issue value | ¥388,750,000 (maximum) |
| Amount of funds to be raised | Total amount paid in: ¥388,750,000 (maximum); estimated net proceeds: Not disclosed |
| Payment date | 18 September 2026 |
| Intended allottee | Name 東亜道路従業員持株会 / Number of Shares 250,000 shares (maximum) |
| Intended allottee's holding policy | During the restricted period, the allocated shares may not be transferred to third parties, pledged or otherwise disposed of, and will be managed in a dedicated account of the Employee Stock Ownership Association. If an eligible employee remains a member of the Employee Stock Ownership Association throughout the restricted period, the transfer restrictions will be lifted when the period expires. |
| Dilution Rate | 0.50% of total shares issued and 0.54% of total voting rights (both based on the maximum number of shares) |
| Total number of issued shares | 50,394,730 shares (as of 31 March 2026) → Not disclosed |
| Basis for determining the amount to be paid | The amount was based on the closing price of ¥1,555 for the Company's common stock on the Tokyo Stock Exchange Prime Market on 3 July 2026, the business day preceding the date of the Board of Directors' resolution. The deviations from the average closing price were 2.24% for the one-month period (4 June to 3 July 2026), -0.70% for the three-month period (6 April to 3 July 2026), and -7.82% for the six-month period (5 January to 3 July 2026). |
| Transfer restriction period | 18 September 2026 to 19 March 2027 |
| Conditions for lifting transfer restrictions | Provided that an eligible employee remains a member of the Employee Stock Ownership Association throughout the restricted period, the transfer restrictions on all of the allocated shares corresponding to the eligible employee's restricted stock interests who satisfies the condition will be lifted upon expiration of the restricted period. |
| Reason for acquisition without consideration | If an eligible employee withdraws from the Employee Stock Ownership Association during the restricted period, engages in conduct that violates laws or regulations, falls under any other specified event set forth in the allocation agreement, or remains subject to transfer restrictions when the restricted period expires. In the event of a corporate reorganization or similar event, the Company may also acquire the shares without consideration pursuant to a resolution of the Board of Directors. |
| Categories and Number of Persons Covered | Up to 1,250 eligible employees of the Company, with 200 shares per employee. The actual number of employees will be determined based on the number of employees who agree to participate in the plan. |
| Total Stock-Based Compensation | Monetary receivables of ¥311,000 per eligible employee. The total amount for a maximum of 1,250 employees is Not disclosed |
| Procedures under the Corporate Code of Conduct | Because the dilution ratio is less than 25% and the transaction does not involve a change in the controlling shareholder, obtaining an opinion from an independent third party and conducting a procedure to confirm shareholders' intentions are not required. All 3 Audit & Supervisory Board Members, including 2 outside Audit & Supervisory Board Members, have expressed the opinion that the disposal price is lawful. |
| Most recent equity financing | Timing 11 July 2022 / Type Resolution to introduce a restricted stock incentive plan for the Employee Stock Ownership Association / Amount Not disclosed |
| Impact on Business Performance | The impact of this disposal of treasury shares on financial results is Not disclosed. |
Items this document does not state (9)
Estimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioMajor 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.To enhance the welfare of eligible employees and support their asset formation, provide incentives for the sustained enhancement of corporate value, and promote the sharing of value with shareholders.
How to read this page
This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.