Worth reading
51Recurring
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
18267
SharesWording
Definitive
How definitive the wording is.Details of issuance or disposal
Disposal of treasury shares as restricted stock compensation
Who receives how much
18,267 common shares of the Company (17,022 shares for 3 inside directors and 1,245 shares for 3 outside directors)
3 inside directors17,022 shares
3 outside directors1,245 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.
No cost (fair value: ¥2,405.5 per share)
Total issue value
¥43,941,268 (total fair value)
Amount of funds to be raised
Total amount to be paid: ¥0; estimated net proceeds: ¥0
Total Stock-Based Compensation
Scheme I: Up to 1.0% per year of profit for the year attributable to owners of the parent in the consolidated income statement for the previous fiscal year; the number of shares issued or disposed of is limited to 160,000 shares per year. Scheme II: Up to ¥20 million per year; the number of shares issued or disposed of is limited to 15,000 shares per year. The total fair value for this transaction is ¥43,941,268.
発行済株式総数
As this is a disposal of treasury shares and the total number of shares issued will not increase, there will be no dilution.
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 29 July 2026 (the allotment date) until the date on which the inside and outside directors retire as directors of the Company
Conditions for lifting transfer restrictions
Under Scheme I, all shares will be released from the transfer restrictions when the transfer restriction period expires. However, if a recipient retires during the period due to death or another reason deemed justifiable by the Company, all shares will be released from the transfer restrictions on the day following the retirement date. Under Scheme II, all shares will be released from the transfer restrictions when the transfer restriction period expires, provided that the recipient remains continuously in office as a director from the date of the annual general meeting of shareholders immediately preceding the allotment date through the date of the following year's annual general meeting of shareholders.
Reason for acquisition without consideration
The Company will acquire at no cost any shares that remain subject to transfer restrictions when the transfer restriction period expires. In addition, if the Board of Directors determines that a serious accounting fraud or other similar event has occurred in connection with misconduct by an eligible director during the director's tenure, the Company will acquire all or part of the shares at no cost.
Categories and Number of Persons Covered
Category Inside directors / Number of Employees 3 / Number of allocated shares 17,022 shares, Category Outside directors / Number of Employees 3 / Number of allocated shares 1,245 shares
Intended allottee's holding policy
During the transfer restriction period, the recipients may not transfer, create security interests over or otherwise dispose of the shares. For both inside and outside directors, the transfer restriction period will run from 29 July 2026 until the date on which they retire as directors of the Company.
Payment date
Not applicable (disposal at no cost)
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 26 June 2026, ¥2,405.5, was used as the fair value. The discount rate and premium rate were not disclosed.
Procedures under the Corporate Code of Conduct
At the 28th Annual General Meeting of Shareholders held on 27 June 2026, approval was obtained for the introduction of the scheme, the compensation limit, the share number limit, the transfer restrictions and other matters.
Impact on Business Performance
Impact on financial results: Not disclosed
| Item | Details |
|---|---|
| Type of issuance or disposal | Disposal of treasury shares as restricted stock compensation |
| Number of shares to be issued or disposed of | 18,267 common shares of the Company (17,022 shares for 3 inside directors and 1,245 shares for 3 outside directors) |
| Issue price and disposal price | No cost (fair value: ¥2,405.5 per share) |
| Total issue value | ¥43,941,268 (total fair value) |
| Amount of funds to be raised | Total amount to be paid: ¥0; estimated net proceeds: ¥0 |
| Payment date | Not applicable (disposal at no cost) |
| Intended allottee | Name 3 inside directors / Number of Shares 17,022 shares, Name 3 outside directors / Number of Shares 1,245 shares |
| Intended allottee's holding policy | During the transfer restriction period, the recipients may not transfer, create security interests over or otherwise dispose of the shares. For both inside and outside directors, the transfer restriction period will run from 29 July 2026 until the date on which they retire as directors of the Company. |
| Dilution Rate | As this is a disposal of treasury shares and the total number of shares issued will not increase, there will be no dilution. |
| Basis for determining the amount to be paid | The closing price of the Company's common shares on the Tokyo Stock Exchange on 26 June 2026, ¥2,405.5, was used as the fair value. The discount rate and premium rate were not disclosed. |
| Transfer restriction period | From 29 July 2026 (the allotment date) until the date on which the inside and outside directors retire as directors of the Company |
| Conditions for lifting transfer restrictions | Under Scheme I, all shares will be released from the transfer restrictions when the transfer restriction period expires. However, if a recipient retires during the period due to death or another reason deemed justifiable by the Company, all shares will be released from the transfer restrictions on the day following the retirement date. Under Scheme II, all shares will be released from the transfer restrictions when the transfer restriction period expires, provided that the recipient remains continuously in office as a director from the date of the annual general meeting of shareholders immediately preceding the allotment date through the date of the following year's annual general meeting of shareholders. |
| Reason for acquisition without consideration | The Company will acquire at no cost any shares that remain subject to transfer restrictions when the transfer restriction period expires. In addition, if the Board of Directors determines that a serious accounting fraud or other similar event has occurred in connection with misconduct by an eligible director during the director's tenure, the Company will acquire all or part of the shares at no cost. |
| Categories and Number of Persons Covered | Category Inside directors / Number of Employees 3 / Number of allocated shares 17,022 shares, Category Outside directors / Number of Employees 3 / Number of allocated shares 1,245 shares |
| Total Stock-Based Compensation | Scheme I: Up to 1.0% per year of profit for the year attributable to owners of the parent in the consolidated income statement for the previous fiscal year; the number of shares issued or disposed of is limited to 160,000 shares per year. Scheme II: Up to ¥20 million per year; the number of shares issued or disposed of is limited to 15,000 shares per year. The total fair value for this transaction is ¥43,941,268. |
| Procedures under the Corporate Code of Conduct | At the 28th Annual General Meeting of Shareholders held on 27 June 2026, approval was obtained for the introduction of the scheme, the compensation limit, the share number limit, the transfer restrictions and other matters. |
| Impact on Business Performance | Impact on financial results: Not disclosed |
Items this document does not state (11)
Estimated issuance expensesSpecific use of fundsTotal number of issued sharesExercise 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.For inside directors, to clarify the linkage between compensation and business performance and the value of the Company's shares, thereby increasing their motivation to contribute to improved business performance and corporate value and promoting management with a greater focus on shareholders. For outside directors, to share with shareholders the benefits of a rise in the share price and the risk of a decline in the share price, thereby promoting management with a greater focus on shareholders.
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