Worth reading
46Recurring
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
80000
SharesWording
Definitive
How definitive the wording is.Details of issuance or disposal
Disposal of treasury shares as restricted stock compensation
Who receives how much80,000Shares
80,000 common shares (treasury shares)
1 director of the Company, excluding outside directors: 80,000 shares
The lower thin line represents the existing number of shares to which these shares will be added.
¥946 per share
Total issue value
¥75,680,000
Amount of funds to be raised
Total amount paid: ¥75,680,000 (the entire amount will be contributed in kind as monetary compensation claims to acquire the restricted stock; estimated net proceeds: Not disclosed)
Total Stock-Based Compensation
Total monetary compensation claims: ¥75,680,000. The annual limit on monetary compensation claims under the plan is ¥100,000 thousand or less.
Specific use of funds
not disclosed (this is not a cash financing transaction; the consideration consists of an in-kind contribution of monetary compensation claims)
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 1 September 2026 until the recipient ceases to hold any position as a director, Audit & Supervisory Board member, executive officer or employee of the Company. The service period is from 1 September 2026 to 31 August 2036.
Conditions for lifting transfer restrictions
The recipient must continuously hold a position as a director, Audit & Supervisory Board member, executive officer or employee of the Company during the service period. If this condition is met, the transfer restrictions on all shares held at the end of the restriction period will be lifted. In the event of retirement due to death, the restrictions will be lifted immediately after retirement.
Reason for acquisition without consideration
If, during the service period, the eligible director ceases to hold any position as a director, executive director, executive officer or employee of the Company, all of the allocated shares will be acquired without consideration, except in cases of certain reappointments or appointments and retirement due to death. If any shares remain subject to transfer restrictions after the restrictions are lifted due to a corporate reorganization or other event, all such shares will also be acquired without consideration.
Categories and Number of Persons Covered
1 director of the Company, excluding outside directors: 80,000 shares
Intended allottee's holding policy
The shares may not be transferred, pledged or otherwise disposed of from 1 September 2026 until the recipient ceases to hold any position as a director, Audit & Supervisory Board member, executive officer or employee of the Company. The service period is from 1 September 2026 to 31 August 2036.
Payment date
1 September 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 13 August 2026, ¥946. No discount or premium applies.
Procedures under the Corporate Code of Conduct
At the 23rd Annual General Meeting of Shareholders held on 27 June 2024, approval was obtained for monetary compensation and the restriction period, among other matters. The disposal was resolved by the Board of Directors. Whether an opinion was obtained from an independent third party: 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 | 80,000 common shares (treasury shares) |
| Issue price and disposal price | ¥946 per share |
| Total issue value | ¥75,680,000 |
| Amount of funds to be raised | Total amount paid: ¥75,680,000 (the entire amount will be contributed in kind as monetary compensation claims to acquire the restricted stock; estimated net proceeds: Not disclosed) |
| Specific use of funds | not disclosed (this is not a cash financing transaction; the consideration consists of an in-kind contribution of monetary compensation claims) |
| Payment date | 1 September 2026 |
| Intended allottee | 1 director of the Company, excluding outside directors: 80,000 shares |
| Intended allottee's holding policy | The shares may not be transferred, pledged or otherwise disposed of from 1 September 2026 until the recipient ceases to hold any position as a director, Audit & Supervisory Board member, executive officer or employee of the Company. The service period is from 1 September 2026 to 31 August 2036. |
| Basis for determining the amount to be paid | The closing price of the Company's common shares on the Tokyo Stock Exchange on 13 August 2026, ¥946. No discount or premium applies. |
| Transfer restriction period | From 1 September 2026 until the recipient ceases to hold any position as a director, Audit & Supervisory Board member, executive officer or employee of the Company. The service period is from 1 September 2026 to 31 August 2036. |
| Conditions for lifting transfer restrictions | The recipient must continuously hold a position as a director, Audit & Supervisory Board member, executive officer or employee of the Company during the service period. If this condition is met, the transfer restrictions on all shares held at the end of the restriction period will be lifted. In the event of retirement due to death, the restrictions will be lifted immediately after retirement. |
| Reason for acquisition without consideration | If, during the service period, the eligible director ceases to hold any position as a director, executive director, executive officer or employee of the Company, all of the allocated shares will be acquired without consideration, except in cases of certain reappointments or appointments and retirement due to death. If any shares remain subject to transfer restrictions after the restrictions are lifted due to a corporate reorganization or other event, all such shares will also be acquired without consideration. |
| Categories and Number of Persons Covered | 1 director of the Company, excluding outside directors: 80,000 shares |
| Total Stock-Based Compensation | Total monetary compensation claims: ¥75,680,000. The annual limit on monetary compensation claims under the plan is ¥100,000 thousand or less. |
| Procedures under the Corporate Code of Conduct | At the 23rd Annual General Meeting of Shareholders held on 27 June 2024, approval was obtained for monetary compensation and the restriction period, among other matters. The disposal was resolved by the Board of Directors. Whether an opinion was obtained from an independent third party: Not disclosed. |
Items this document does not state (12)
Estimated issuance expensesDilution 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 encourage the eligible director to contribute to the sustained enhancement of the Company's corporate value and promote the sharing of value between the director and shareholders. The measure is also intended to further increase the motivation of the eligible director.
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