Worth reading
42Recurring
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
3000
Shares (disposal of treasury shares)Wording
Definitive
How definitive the wording is.Details of issuance or disposal
Grant of PSUs (units) under the performance-based restricted stock compensation plan, Disposal of treasury shares as restricted stock compensation
Who receives how much
PSU PSUs equivalent to a maximum total of 10,000 shares / Treasury shares 3,000 common shares
3 directors of the Company (excluding directors who are Audit & Supervisory Committee members and outside directors), 3,000 shares
The lower thin line represents the existing number of shares to which these shares will be added.
No monetary payment or contribution of property is required (fair value: ¥450 per share)
Total issue value
¥1,350,000 (total fair value of the treasury shares disposed of)
Amount of funds to be raised
Total amount to be paid: None; estimated net proceeds: None
Total Stock-Based Compensation
Plan II: no more than ¥10 million as compensation for 3 years. Plan I: no more than ¥40 million as compensation for 2 years. The total fair value of the treasury shares disposed of on this occasion is ¥1,350,000.
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 20 April 2026 through 30 April 2029
Conditions for lifting transfer restrictions
Provided that an eligible director continuously holds a position as a director, executive officer, Audit & Supervisory Board member or employee of the Company or any of its subsidiaries or affiliates throughout the transfer restriction period, all of the shares allotted under this plan will be released from the transfer restrictions upon expiry of the period. In the event of retirement or resignation due to death, expiry of the director's term of office or any other reason deemed legitimate by the Company's Board of Directors, the number of shares corresponding to the period of service will be released. The PSU performance condition is the achievement of consolidated operating income of ¥3 billion for fiscal 2027.
Reason for acquisition without consideration
Upon expiry of the transfer restriction period, or on the day following the date of retirement or resignation during the transfer restriction period, the Company will automatically acquire without consideration any shares allotted under this plan that remain subject to transfer restrictions.
Categories and Number of Persons Covered
3 directors of the Company, 3,000 treasury shares disposed of. For the PSU, 3 directors of the Company, equivalent to a maximum total of 10,000 shares.
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged, or otherwise disposed of. The transfer restriction period runs from 20 April 2026 through 30 April 2029.
Payment date
Not applicable (no monetary payment or contribution of property is required for the disposal of treasury shares)
Basis for determining the amount to be paid
The fair value was set at ¥450, the closing price of the Company's common shares on the Tokyo Stock Exchange on 24 March 2026. The discount rate and premium rate are Not disclosed.
Procedures under the Corporate Code of Conduct
Approval at the 27th Annual General Meeting of Shareholders held on 25 March 2026 and a resolution of the Board of Directors held on the same date. Whether an opinion was obtained from an independent third party is Not disclosed.
| Item | Details |
|---|---|
| Type of issuance or disposal | Grant of PSUs (units) under the performance-based restricted stock compensation plan, Disposal of treasury shares as restricted stock compensation |
| Number of shares to be issued or disposed of | PSU PSUs equivalent to a maximum total of 10,000 shares / Treasury shares 3,000 common shares |
| Issue price and disposal price | No monetary payment or contribution of property is required (fair value: ¥450 per share) |
| Total issue value | ¥1,350,000 (total fair value of the treasury shares disposed of) |
| Amount of funds to be raised | Total amount to be paid: None; estimated net proceeds: None |
| Payment date | Not applicable (no monetary payment or contribution of property is required for the disposal of treasury shares) |
| Intended allottee | 3 directors of the Company (excluding directors who are Audit & Supervisory Committee members and outside directors), 3,000 shares |
| Intended allottee's holding policy | During the transfer restriction period, the shares may not be transferred, pledged, or otherwise disposed of. The transfer restriction period runs from 20 April 2026 through 30 April 2029. |
| Basis for determining the amount to be paid | The fair value was set at ¥450, the closing price of the Company's common shares on the Tokyo Stock Exchange on 24 March 2026. The discount rate and premium rate are Not disclosed. |
| Transfer restriction period | From 20 April 2026 through 30 April 2029 |
| Conditions for lifting transfer restrictions | Provided that an eligible director continuously holds a position as a director, executive officer, Audit & Supervisory Board member or employee of the Company or any of its subsidiaries or affiliates throughout the transfer restriction period, all of the shares allotted under this plan will be released from the transfer restrictions upon expiry of the period. In the event of retirement or resignation due to death, expiry of the director's term of office or any other reason deemed legitimate by the Company's Board of Directors, the number of shares corresponding to the period of service will be released. The PSU performance condition is the achievement of consolidated operating income of ¥3 billion for fiscal 2027. |
| Reason for acquisition without consideration | Upon expiry of the transfer restriction period, or on the day following the date of retirement or resignation during the transfer restriction period, the Company will automatically acquire without consideration any shares allotted under this plan that remain subject to transfer restrictions. |
| Categories and Number of Persons Covered | 3 directors of the Company, 3,000 treasury shares disposed of. For the PSU, 3 directors of the Company, equivalent to a maximum total of 10,000 shares. |
| Total Stock-Based Compensation | Plan II: no more than ¥10 million as compensation for 3 years. Plan I: no more than ¥40 million as compensation for 2 years. The total fair value of the treasury shares disposed of on this occasion is ¥1,350,000. |
| Procedures under the Corporate Code of Conduct | Approval at the 27th Annual General Meeting of Shareholders held on 25 March 2026 and a resolution of the Board of Directors held on the same date. Whether an opinion was obtained from an independent third party is Not disclosed. |
Items this document does not state (13)
Estimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / 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 review the executive compensation system and introduce and operate a performance-based restricted stock compensation plan (PSU) and a fixed-term restricted stock compensation plan for eligible directors. The PSU performance condition is the achievement of consolidated operating income of ¥3 billion for fiscal 2027.
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.