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Share Issuance and Disposal3092ZOZO,Inc.Retail

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 73,800 treasury shares as restricted stock compensation for its employees and the directors and employees of its subsidiaries. The shares will be allotted on 21 July 2026 and will be subject to transfer restrictions through 20 July 2028.

Worth reading
42Recurring
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Direction
Neutral
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Scale
73800
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much73,800Shares

73,800 common shares of the Company (treasury shares)

Employees of the Company114 / 67,600 shares
Officers of the Company's subsidiaries2 / 1,600 shares
Employees of the Company’s subsidiaries6 / 4,600 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.

¥1,026 per share
Amount of funds to be raised

Total amount paid in: ¥75,718,800; estimated net proceeds: Not disclosed

Total Stock-Based Compensation
Total monetary compensation receivables: ¥75,718,800
発行済株式総数

0.01% (as a percentage of the total number of shares issued as of 31 March 2026)

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
21 July 2026–20 July 2028
Conditions for lifting transfer restrictions
Provided that the recipient continuously holds a position as a director, executive officer or employee of the Company Group throughout the transfer restriction period, all of the allotted shares held by the recipient will be released from the transfer restrictions upon expiration of the period. In the event of resignation or retirement for a valid reason, the restrictions will be released in proportion to the number of months of service divided by 24.
Reason for acquisition without consideration
If the recipient resigns or retires from all positions as a director, executive officer or employee of the Company Group before expiration of the transfer restriction period, except where the Board of Directors recognizes a valid reason. This also applies where any shares remain subject to transfer restrictions at the end of the period. In the event of a corporate reorganization or similar transaction, the Company will also acquire without consideration any shares that remain subject to transfer restrictions.
Categories and Number of Persons Covered
Employees of the Company: 114 people, 67,600 shares; directors and officers of the Company’s subsidiaries: 2 people, 1,600 shares; employees of the Company’s subsidiaries: 6 people, 4,600 shares
Intended allottee's holding policy
During the transfer restriction period, the recipients may not transfer the shares to third parties, create a pledge or security interest over them, make an inter vivos gift or bequest, or otherwise dispose of them in any way. The transfer restriction period runs from 21 July 2026 through 20 July 2028.
Payment date
21 July 2026
Basis for determining the amount to be paid
The closing price of the Company’s common shares on the Tokyo Stock Exchange on 18 May 2026, ¥1,026. No discount or premium rate was stated.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares as restricted stock compensation
Number of shares to be issued or disposed of73,800 common shares of the Company (treasury shares)
Issue price and disposal price¥1,026 per share
Amount of funds to be raisedTotal amount paid in: ¥75,718,800; estimated net proceeds: Not disclosed
Payment date21 July 2026
Intended allotteeName Employees of the Company / Number of Employees 114 / Number of Shares 67,600 shares, Name Officers of the Company's subsidiaries / Number of Employees 2 / Number of Shares 1,600 shares, Name Employees of the Company’s subsidiaries / Number of Employees 6 / Number of Shares 4,600 shares
Intended allottee's holding policyDuring the transfer restriction period, the recipients may not transfer the shares to third parties, create a pledge or security interest over them, make an inter vivos gift or bequest, or otherwise dispose of them in any way. The transfer restriction period runs from 21 July 2026 through 20 July 2028.
Dilution Rate0.01% (as a percentage of the total number of shares issued as of 31 March 2026)
Total number of issued shares892,032,372 shares → Not disclosed
Basis for determining the amount to be paidThe closing price of the Company’s common shares on the Tokyo Stock Exchange on 18 May 2026, ¥1,026. No discount or premium rate was stated.
Transfer restriction period21 July 2026–20 July 2028
Conditions for lifting transfer restrictionsProvided that the recipient continuously holds a position as a director, executive officer or employee of the Company Group throughout the transfer restriction period, all of the allotted shares held by the recipient will be released from the transfer restrictions upon expiration of the period. In the event of resignation or retirement for a valid reason, the restrictions will be released in proportion to the number of months of service divided by 24.
Reason for acquisition without considerationIf the recipient resigns or retires from all positions as a director, executive officer or employee of the Company Group before expiration of the transfer restriction period, except where the Board of Directors recognizes a valid reason. This also applies where any shares remain subject to transfer restrictions at the end of the period. In the event of a corporate reorganization or similar transaction, the Company will also acquire without consideration any shares that remain subject to transfer restrictions.
Categories and Number of Persons CoveredEmployees of the Company: 114 people, 67,600 shares; directors and officers of the Company’s subsidiaries: 2 people, 1,600 shares; employees of the Company’s subsidiaries: 6 people, 4,600 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥75,718,800
Items this document does not state (13)
Total issue valueEstimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioProcedures under the Corporate Code of ConductMost 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 share the benefits and risks of share price fluctuations with shareholders and increase recipients’ motivation to contribute to higher share prices and enhanced corporate value.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | ZOZO,Inc. (3092) timely disclosure | Komori