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Share Issuance and Disposal3097The Monogatari CorporationRetail

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The company resolved to dispose of 161,977 treasury shares as restricted stock compensation for directors and executive officers. The compensation comprises 3 types: service conditions, ESG conditions and performance conditions. The payment date is 23 October 2026.

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Neutral
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Scale
161977
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much

Service condition-based 7,933 shares / ESG condition-weighted 3,744 shares / Performance-based 150,300 shares / Total 161,977 shares

Service-based: 4 directors (excluding outside directors)4,166 shares
Service-based: 13 executive officers (including corporate officers)3,767 shares
ESG-weighted: 4 directors (excluding outside directors)1,621 shares
ESG-weighted: 12 executive officers (excluding corporate officers)2,123 shares
Performance-based: 4 directors (excluding outside directors)77,000 shares
Performance-based: 14 executive officers (including corporate officers)73,300 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.

¥5,240 per share
Total issue value

Service condition-based ¥41,568,920 / ESG condition-weighted ¥19,618,560 / Performance-based ¥787,572,000 / Total ¥848,759,480

Total Stock-Based Compensation
¥848,759,480 (service-based: ¥41,568,920; ESG-weighted: ¥19,618,560; performance-based: ¥787,572,000)
発行済株式総数

The total number of issued shares will not increase because this is a disposal of treasury shares.

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
Service-based: from 23 October 2026 until the date on which the recipient leaves or retires from any position as a director, executive officer or employee. ESG-weighted: from the payment date until the conclusion of the ordinary general meeting of shareholders for the fiscal year ending June 2029. Performance-based: from the payment date until 30 September 2030.
Conditions for lifting transfer restrictions
Service-based: continued service throughout the relevant service period and other conditions. ESG-weighted: restrictions on all shares will be lifted if the recipient remains employed and achieves both an employee attrition rate of 15% or less and a female management ratio of 9% or more; restrictions on half the shares will be lifted if either one of these targets is achieved. Performance-based: continued service and consolidated net sales exceeding ¥220 billion in any fiscal year from the fiscal year ending June 2028 through the fiscal year ending June 2030.
Reason for acquisition without consideration
If the recipient leaves office or retires without a valid reason during the restricted period, or if the restrictions have not been lifted when the restricted period expires, the company will acquire the relevant shares without consideration.
Categories and Number of Persons Covered
Category Directors (excluding outside directors) / Number of Employees 4 / Number of allocated shares Service-based: 4,166 shares; ESG-weighted: 1,621 shares; performance-based: 77,000 shares, Category Executive officers / Number of Employees Service-based: 13 people; ESG-weighted: 12 people; performance-based: 14 people / Number of allocated shares Service-based: 3,767 shares; ESG-weighted: 2,123 shares; performance-based: 73,300 shares
Intended allottee's holding policy
During the restricted period, the shares may not be transferred, pledged or otherwise disposed of. For the service-based awards, restrictions apply from 23 October 2026 until the date on which the recipient leaves or retires from any position as a director, executive officer or employee. For the ESG-weighted awards, restrictions apply from the payment date until the conclusion of the ordinary general meeting of shareholders for the fiscal year ending June 2029. For the performance-based awards, restrictions apply from the payment date until 30 September 2030.
Payment date
23 October 2026
Basis for determining the amount to be paid
The closing price of the company's common stock on the Tokyo Stock Exchange on 24 September 2026, the business day preceding the date of the board resolution, was ¥5,240. No discount or premium was applied.
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 ofService condition-based 7,933 shares / ESG condition-weighted 3,744 shares / Performance-based 150,300 shares / Total 161,977 shares
Issue price and disposal price¥5,240 per share
Total issue valueService condition-based ¥41,568,920 / ESG condition-weighted ¥19,618,560 / Performance-based ¥787,572,000 / Total ¥848,759,480
Payment date23 October 2026
Intended allotteeCategory Service-based: 4 directors (excluding outside directors) / Number of Shares 4,166 shares, Category Service-based: 13 executive officers (including corporate officers) / Number of Shares 3,767 shares, Category ESG-weighted: 4 directors (excluding outside directors) / Number of Shares 1,621 shares, Category ESG-weighted: 12 executive officers (excluding corporate officers) / Number of Shares 2,123 shares, Category Performance-based: 4 directors (excluding outside directors) / Number of Shares 77,000 shares, Category Performance-based: 14 executive officers (including corporate officers) / Number of Shares 73,300 shares
Intended allottee's holding policyDuring the restricted period, the shares may not be transferred, pledged or otherwise disposed of. For the service-based awards, restrictions apply from 23 October 2026 until the date on which the recipient leaves or retires from any position as a director, executive officer or employee. For the ESG-weighted awards, restrictions apply from the payment date until the conclusion of the ordinary general meeting of shareholders for the fiscal year ending June 2029. For the performance-based awards, restrictions apply from the payment date until 30 September 2030.
Total number of issued sharesThe total number of issued shares will not increase because this is a disposal of treasury shares.
Basis for determining the amount to be paidThe closing price of the company's common stock on the Tokyo Stock Exchange on 24 September 2026, the business day preceding the date of the board resolution, was ¥5,240. No discount or premium was applied.
Transfer restriction periodService-based: from 23 October 2026 until the date on which the recipient leaves or retires from any position as a director, executive officer or employee. ESG-weighted: from the payment date until the conclusion of the ordinary general meeting of shareholders for the fiscal year ending June 2029. Performance-based: from the payment date until 30 September 2030.
Conditions for lifting transfer restrictionsService-based: continued service throughout the relevant service period and other conditions. ESG-weighted: restrictions on all shares will be lifted if the recipient remains employed and achieves both an employee attrition rate of 15% or less and a female management ratio of 9% or more; restrictions on half the shares will be lifted if either one of these targets is achieved. Performance-based: continued service and consolidated net sales exceeding ¥220 billion in any fiscal year from the fiscal year ending June 2028 through the fiscal year ending June 2030.
Reason for acquisition without considerationIf the recipient leaves office or retires without a valid reason during the restricted period, or if the restrictions have not been lifted when the restricted period expires, the company will acquire the relevant shares without consideration.
Categories and Number of Persons CoveredCategory Directors (excluding outside directors) / Number of Employees 4 / Number of allocated shares Service-based: 4,166 shares; ESG-weighted: 1,621 shares; performance-based: 77,000 shares, Category Executive officers / Number of Employees Service-based: 13 people; ESG-weighted: 12 people; performance-based: 14 people / Number of allocated shares Service-based: 3,767 shares; ESG-weighted: 2,123 shares; performance-based: 73,300 shares
Total Stock-Based Compensation¥848,759,480 (service-based: ¥41,568,920; ESG-weighted: ¥19,618,560; performance-based: ¥787,572,000)
Items this document does not state (14)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsDilution RateExercise 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.

The purposes are to achieve sustained, long-term growth in corporate and shareholder value, share value with shareholders, provide incentives to achieve ESG and performance targets, and retain talented personnel.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | The Monogatari Corporation (3097) timely disclosure | Komori