Komori
Share Issuance and Disposal3151VITAL KSK HOLDINGS,INC.Trading & Wholesale

Notice Regarding the Disposal of Treasury Shares as Performance-Linked Restricted Stock Compensation

The Company resolved to dispose of 34,618 treasury shares as performance-linked restricted stock compensation to a total of 164 directors, executive officers and employees of the Company and its subsidiaries. The total payment amount is ¥53,692,518, but because the shares will be paid for through an in-kind contribution of monetary compensation receivables, this does not constitute an actual fundraising transaction for the Company.

Worth reading
45Recurring
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
34618
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as performance-linked restricted stock compensation

Who receives how much34,618Shares

34,618 treasury shares

The Company's executive officers1 / 323 shares
Directors of subsidiaries of the Company14 / 7,742 shares
Executive officers of the Company's subsidiaries15 / 4,845 shares
Employee of a subsidiary of the Company134 / 21,708 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.

¥1,551 per share
Total issue value

¥53,692,518

Amount of funds to be raised
Total payment amount: ¥53,692,518; estimated net proceeds: Not disclosed (in-kind contribution of monetary compensation receivables from each recipient)
Total Stock-Based Compensation
Total monetary compensation receivables: ¥53,692,518. The total amount of monetary compensation receivables to be paid as compensation and other remuneration to eligible directors is capped at ¥50 million per year.
発行済株式総数

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

Not applicable (disposal of treasury shares only)

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 25 July 2025 until the recipient ceases to hold any position as a director, executive officer or employee of the Company or any of its subsidiaries. However, if the recipient ceases to hold such a position on or before 30 June 2027, the restriction period will end on 1 July 2027.
Conditions for lifting transfer restrictions
At the end of the restriction period, the transfer restrictions will be lifted on all of the allocated shares held by each recipient. If a recipient ceases to hold such a position due to a corporate reorganization or other similar event, the transfer restrictions will be lifted immediately before the business day preceding the effective date of the corporate reorganization or other similar event.
Reason for acquisition without consideration
If a recipient ceases to hold any position as a director, executive officer or employee of the Company or any of its subsidiaries, except where the Company’s Board of Directors recognizes a legitimate reason. In addition, if any shares remain subject to transfer restrictions at the end of the restriction period, or if any shares remain subject to transfer restrictions when the recipient ceases to hold such a position due to a corporate reorganization or other similar event.
Categories and Number of Persons Covered
Category The Company's executive officers / Number of Employees 1 / Number of allocated shares 323 shares, Category Directors of subsidiaries of the Company / Number of Employees 14 / Number of allocated shares 7,742 shares, Category Executive officers of the Company's subsidiaries / Number of Employees 15 / Number of allocated shares 4,845 shares, Category Employee of a subsidiary of the Company / Number of Employees 134 / Number of allocated shares 21,708 shares
Intended allottee's holding policy
During the restricted period, the recipients may not transfer the shares to any third party, create a pledge or security interest over them, make a lifetime gift or bequest, or otherwise dispose of them in any manner. The shares will be held and maintained in designated accounts at SMBC Nikko Securities Inc. until the transfer restrictions are lifted.
Payment date
24 July 2026
Basis for determining the amount to be paid
¥1,551, the simple average closing price of the Company’s common shares on the Tokyo Stock Exchange over the most recent one-month period from 25 May 2026 to 24 June 2026, rounded down to the nearest yen. Discount rate/premium rate: Not disclosed.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares as performance-linked restricted stock compensation
Number of shares to be issued or disposed of34,618 treasury shares
Issue price and disposal price¥1,551 per share
Total issue value¥53,692,518
Amount of funds to be raisedTotal payment amount: ¥53,692,518; estimated net proceeds: Not disclosed (in-kind contribution of monetary compensation receivables from each recipient)
Payment date24 July 2026
Intended allotteeCategory The Company's executive officers / Number of Employees 1 / Number of Shares 323 shares, Category Directors of subsidiaries of the Company / Number of Employees 14 / Number of Shares 7,742 shares, Category Executive officers of the Company's subsidiaries / Number of Employees 15 / Number of Shares 4,845 shares, Category Employee of a subsidiary of the Company / Number of Employees 134 / Number of Shares 21,708 shares
Intended allottee's holding policyDuring the restricted period, the recipients may not transfer the shares to any third party, create a pledge or security interest over them, make a lifetime gift or bequest, or otherwise dispose of them in any manner. The shares will be held and maintained in designated accounts at SMBC Nikko Securities Inc. until the transfer restrictions are lifted.
Dilution RateNot applicable (disposal of treasury shares only)
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 paid¥1,551, the simple average closing price of the Company’s common shares on the Tokyo Stock Exchange over the most recent one-month period from 25 May 2026 to 24 June 2026, rounded down to the nearest yen. Discount rate/premium rate: Not disclosed.
Transfer restriction periodFrom 25 July 2025 until the recipient ceases to hold any position as a director, executive officer or employee of the Company or any of its subsidiaries. However, if the recipient ceases to hold such a position on or before 30 June 2027, the restriction period will end on 1 July 2027.
Conditions for lifting transfer restrictionsAt the end of the restriction period, the transfer restrictions will be lifted on all of the allocated shares held by each recipient. If a recipient ceases to hold such a position due to a corporate reorganization or other similar event, the transfer restrictions will be lifted immediately before the business day preceding the effective date of the corporate reorganization or other similar event.
Reason for acquisition without considerationIf a recipient ceases to hold any position as a director, executive officer or employee of the Company or any of its subsidiaries, except where the Company’s Board of Directors recognizes a legitimate reason. In addition, if any shares remain subject to transfer restrictions at the end of the restriction period, or if any shares remain subject to transfer restrictions when the recipient ceases to hold such a position due to a corporate reorganization or other similar event.
Categories and Number of Persons CoveredCategory The Company's executive officers / Number of Employees 1 / Number of allocated shares 323 shares, Category Directors of subsidiaries of the Company / Number of Employees 14 / Number of allocated shares 7,742 shares, Category Executive officers of the Company's subsidiaries / Number of Employees 15 / Number of allocated shares 4,845 shares, Category Employee of a subsidiary of the Company / Number of Employees 134 / Number of allocated shares 21,708 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥53,692,518. The total amount of monetary compensation receivables to be paid as compensation and other remuneration to eligible directors is capped at ¥50 million per year.
Items this document does not state (12)
Estimated 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’ incentive to contribute to an increase in the share price and corporate value.

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.
Notice Regarding the Disposal of Treasury Shares as Performance-Linked Restricted Stock Compensation | VITAL KSK HOLDINGS,INC. (3151) timely disclosure | Komori