Worth reading
52Recurring
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
77325
Shares (maximum)Wording
Conditional
How definitive the wording is.Details of issuance or disposal
Disposal of treasury shares by way of a third-party allotment as restricted stock (for the employee stock ownership plan)
Who receives how much77,325Shares
77,325 shares of the Company's common stock (maximum; the actual number of shares will be determined at a later date)
新日本空調従業員持株会77,325 shares (maximum)
The lower thin line represents the existing number of shares to which these shares will be added.
¥3,390 per share
Amount of funds to be raised
Total payment amount: ¥262,131,750 maximum; estimated net proceeds: Not disclosed
発行済株式総数
0.16% of the total number of issued shares and 0.17% of the total number of voting rights (in both cases, 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
Plan A: From 18 September 2026 until the prescribed retirement date. Plan B: From 18 September 2026 until 1 June 2031.
Conditions for lifting transfer restrictions
The transfer restrictions will be lifted upon expiration of the transfer-restriction period, provided that the relevant employee has continuously remained a member of this employee stock ownership plan throughout the transfer-restriction period. The restrictions will also be lifted at the times specified in the documents in cases including withdrawal from the plan for a legitimate reason, becoming a non-resident or a corporate reorganization.
Reason for acquisition without consideration
At the expiration of the transfer-restriction period or the specified date on which the transfer restrictions are lifted, the Company will acquire without consideration any allocated shares for which the transfer restrictions have not been lifted.
Categories and Number of Persons Covered
A maximum of 1,367 employees of the Company and its group companies. Pattern A: a maximum of 4 employees, 354 shares per employee; Pattern B: a maximum of 75 employees, 266 shares per employee; Pattern C: a maximum of 113 employees, 177 shares per employee; Pattern D: a maximum of 12 employees, 89 shares per employee; Pattern E: a maximum of 1,163 employees, 30 shares per employee.
Intended allottee's holding policy
During the transfer-restriction period, transfers to third parties, the creation of security interests and other dispositions will be prohibited, and the shares will be managed in a designated account. After the transfer restrictions are lifted, the shares will be transferred to the employee stock ownership plan's regular account or to a securities account in the name of the relevant employee.
Payment date
18 September 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange Prime Market on the business day preceding the date of the Board of Directors' resolution, 7 August 2026. No discount or premium is stated.
Procedures under the Corporate Code of Conduct
As 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 procedures to confirm shareholders' intentions are not required.
| Item | Details |
|---|---|
| Type of issuance or disposal | Disposal of treasury shares by way of a third-party allotment as restricted stock (for the employee stock ownership plan) |
| Number of shares to be issued or disposed of | 77,325 shares of the Company's common stock (maximum; the actual number of shares will be determined at a later date) |
| Issue price and disposal price | ¥3,390 per share |
| Amount of funds to be raised | Total payment amount: ¥262,131,750 maximum; estimated net proceeds: Not disclosed |
| Payment date | 18 September 2026 |
| Intended allottee | Name 新日本空調従業員持株会 / Number of Shares 77,325 shares (maximum) |
| Intended allottee's holding policy | During the transfer-restriction period, transfers to third parties, the creation of security interests and other dispositions will be prohibited, and the shares will be managed in a designated account. After the transfer restrictions are lifted, the shares will be transferred to the employee stock ownership plan's regular account or to a securities account in the name of the relevant employee. |
| Dilution Rate | 0.16% of the total number of issued shares and 0.17% of the total number of voting rights (in both cases, based on the maximum number of shares) |
| Total number of issued shares | 48,564,450 shares (as of 31 March 2026) → Not disclosed |
| Basis for determining the amount to be paid | The closing price of the Company's common stock on the Tokyo Stock Exchange Prime Market on the business day preceding the date of the Board of Directors' resolution, 7 August 2026. No discount or premium is stated. |
| Transfer restriction period | Plan A: From 18 September 2026 until the prescribed retirement date. Plan B: From 18 September 2026 until 1 June 2031. |
| Conditions for lifting transfer restrictions | The transfer restrictions will be lifted upon expiration of the transfer-restriction period, provided that the relevant employee has continuously remained a member of this employee stock ownership plan throughout the transfer-restriction period. The restrictions will also be lifted at the times specified in the documents in cases including withdrawal from the plan for a legitimate reason, becoming a non-resident or a corporate reorganization. |
| Reason for acquisition without consideration | At the expiration of the transfer-restriction period or the specified date on which the transfer restrictions are lifted, the Company will acquire without consideration any allocated shares for which the transfer restrictions have not been lifted. |
| Categories and Number of Persons Covered | A maximum of 1,367 employees of the Company and its group companies. Pattern A: a maximum of 4 employees, 354 shares per employee; Pattern B: a maximum of 75 employees, 266 shares per employee; Pattern C: a maximum of 113 employees, 177 shares per employee; Pattern D: a maximum of 12 employees, 89 shares per employee; Pattern E: a maximum of 1,163 employees, 30 shares per employee. |
| Procedures under the Corporate Code of Conduct | As 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 procedures to confirm shareholders' intentions are not required. |
Items this document does not state (13)
Total issue valueEstimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentStock Split RatioMost recent equity financingMajor shareholders after the offeringImpact on Business Performance
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 expand employee benefits and support employees' asset building, while promoting shared value with shareholders, employees' awareness of participation in management and employee engagement, thereby contributing to the enhancement of human capital.
How to read this page
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