Worth reading
51Recurring
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
27500
SharesWording
Definitive
How definitive the wording is.Details of issuance or disposal
Disposal of treasury shares as restricted stock compensation
Who receives how much27,500Shares
27,500 common shares (treasury shares)
2 directors of the Company (excluding outside directors and part-time directors)5,600 shares
16 directors of the Company's subsidiaries (excluding outside directors and part-time directors)21,900 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.
¥832 per share
Total issue value
¥22,880,000
Amount of funds to be raised
Total payment amount: ¥22,880,000; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation claims of ¥22,880,000 (of which ¥4,659,200 relates to the Company's eligible directors). The amount relating to the eligible directors is effectively capped at ¥50 million per year.
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
One year (19 June 2026 to 18 June 2027)
Conditions for lifting transfer restrictions
The transfer restriction will be determined on the condition that the recipient continuously holds the position of director of the Company or an eligible subsidiary during the transfer restriction period. If the performance achievement points, determined according to the achievement rate against the fiscal 2026 budgets for consolidated operating revenue and consolidated ordinary profit, are 100% or higher, the transfer restriction on all of the shares will be lifted. If they are below 100%, all of the shares will be forfeited. If the recipient retires upon the expiration of the term of office, mandatory retirement, or for another legitimate reason, the transfer restriction on the number of shares held will be lifted immediately after retirement.
Reason for acquisition without consideration
The Company will acquire without consideration any shares for which the transfer restriction has not been lifted at the end of the transfer restriction period or when the transfer restriction is lifted. All shares will also be forfeited if the performance achievement points are below 100%.
Categories and Number of Persons Covered
2 directors of the Company (excluding outside directors and part-time directors), 5,600 shares; 16 directors of the Company's subsidiaries (excluding outside directors and part-time directors), 21,900 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged, or otherwise disposed of.
Payment date
19 June 2026
Basis for determining the amount to be paid
The closing price on 21 May 2026 on the Tokyo Stock Exchange Standard Market was ¥832. This represents a discount of 0.24% to the one-month average of ¥834, 4.91% to the three-month average of ¥875, and 7.25% to the six-month average of ¥897.
Procedures under the Corporate Code of Conduct
On 22 May 2026, the Company obtained written opinions from 1 outside corporate auditor and 3 outside directors who are independent officers stating that the transaction would not be disadvantageous to minority shareholders. The Representative Director and President did not participate in the deliberations or resolution to avoid a conflict of interest.
| Item | Details |
|---|---|
| Type of issuance or disposal | Disposal of treasury shares as restricted stock compensation |
| Number of shares to be issued or disposed of | 27,500 common shares (treasury shares) |
| Issue price and disposal price | ¥832 per share |
| Total issue value | ¥22,880,000 |
| Amount of funds to be raised | Total payment amount: ¥22,880,000; estimated net proceeds: Not disclosed |
| Payment date | 19 June 2026 |
| Intended allottee | Category 2 directors of the Company (excluding outside directors and part-time directors) / Number of Shares 5,600 shares, Category 16 directors of the Company's subsidiaries (excluding outside directors and part-time directors) / Number of Shares 21,900 shares |
| Intended allottee's holding policy | During the transfer restriction period, the shares may not be transferred, pledged, or otherwise disposed of. |
| Basis for determining the amount to be paid | The closing price on 21 May 2026 on the Tokyo Stock Exchange Standard Market was ¥832. This represents a discount of 0.24% to the one-month average of ¥834, 4.91% to the three-month average of ¥875, and 7.25% to the six-month average of ¥897. |
| Transfer restriction period | One year (19 June 2026 to 18 June 2027) |
| Conditions for lifting transfer restrictions | The transfer restriction will be determined on the condition that the recipient continuously holds the position of director of the Company or an eligible subsidiary during the transfer restriction period. If the performance achievement points, determined according to the achievement rate against the fiscal 2026 budgets for consolidated operating revenue and consolidated ordinary profit, are 100% or higher, the transfer restriction on all of the shares will be lifted. If they are below 100%, all of the shares will be forfeited. If the recipient retires upon the expiration of the term of office, mandatory retirement, or for another legitimate reason, the transfer restriction on the number of shares held will be lifted immediately after retirement. |
| Reason for acquisition without consideration | The Company will acquire without consideration any shares for which the transfer restriction has not been lifted at the end of the transfer restriction period or when the transfer restriction is lifted. All shares will also be forfeited if the performance achievement points are below 100%. |
| Categories and Number of Persons Covered | 2 directors of the Company (excluding outside directors and part-time directors), 5,600 shares; 16 directors of the Company's subsidiaries (excluding outside directors and part-time directors), 21,900 shares |
| Total Stock-Based Compensation | Total monetary compensation claims of ¥22,880,000 (of which ¥4,659,200 relates to the Company's eligible directors). The amount relating to the eligible directors is effectively capped at ¥50 million per year. |
| Procedures under the Corporate Code of Conduct | On 22 May 2026, the Company obtained written opinions from 1 outside corporate auditor and 3 outside directors who are independent officers stating that the transaction would not be disadvantageous to minority shareholders. The Representative Director and President did not participate in the deliberations or resolution to avoid a conflict of interest. |
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.The purpose is to provide medium- to long-term incentives, share value with shareholders, attract talented individuals to serve as directors, and further enhance the motivation of each eligible director and other recipient.
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