Worth reading
52Recurring
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
160000
SharesWording
Conditional
How definitive the wording is.Details of issuance or disposal
Disposal of treasury shares by way of a third-party allotment (restricted stock for the employee stock ownership association and stock grant ESOP trust)
Who receives how much
Employee stock ownership association RS Up to 90,000 shares / ESOP trust 70,000 shares / Total Up to 160,000 shares
クリヤマホールディングス従業員持株会Up to 90,000 shares
The Master Trust Bank of Japan, Ltd. (ESOP Trust Account for Share Grants)70,000 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.
¥1,728 per share
Total issue value
Employee stock ownership association RS Up to ¥155,520,000 / ESOP trust ¥120,960,000
Total Stock-Based Compensation
Total monetary receivables of ¥155,520,000 (employee stock ownership association restricted stock)
発行済株式総数
0.72% (as a percentage of the total number of issued shares); 0.80% (as a percentage of the total number of voting rights)
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
A period to be separately determined by the Board of Directors
Conditions for lifting transfer restrictions
The transfer restrictions will be lifted on the expiration date of the restriction period, provided that the eligible employee remains a member of the employee stock ownership association throughout the restriction period. If the employee withdraws from the association during the restriction period for a reason deemed justified, the transfer restrictions will be lifted as of the date on which the withdrawal notice is received.
Reason for acquisition without consideration
At the expiration of the restriction period or another prescribed date specified in the agreement, the Company will acquire without consideration any of the allocated shares for which the transfer restrictions have not been lifted.
Categories and Number of Persons Covered
Eligible employees (number: not disclosed); employees of certain overseas subsidiaries (number: not disclosed)
Intended allottee's holding policy
Under the employee stock ownership association restricted stock program, the shares may not be transferred to third parties, pledged as collateral or otherwise disposed of during the restriction period. Under the ESOP trust, the shares will be delivered to employees of certain overseas subsidiaries in accordance with the share delivery rules.
Payment date
Employee stock ownership association RS 30 September 2026 / ESOP trust 26 August 2026
Basis for determining the amount to be paid
The closing price of ¥1,728 on the Tokyo Stock Exchange on 5 August 2026, the business day preceding the date of the Board of Directors' resolution. The average closing price was ¥1,639 for the one-month period from 6 July to 5 August 2026, ¥1,620 for the three-month period from 7 May to 5 August 2026, and ¥1,705 for the six-month period from 6 February to 5 August 2026. The respective premiums to the closing price were 5.43%, 6.67% and 1.35%.
Procedures under the Corporate Code of Conduct
Because the dilution ratio is less than 25% and the transaction does not involve a change in the controlling shareholder, obtaining an opinion from an independent third party and conducting procedures to confirm shareholders' intentions are not required. Separately, the Audit and Supervisory Committee has expressed the opinion that the disposal price is lawful.
Impact on Business Performance
The shares held in the ESOP trust are not expected to enter the stock market all at once, and the impact on the stock market is therefore considered minor.
| Item | Details |
|---|---|
| Type of issuance or disposal | Disposal of treasury shares by way of a third-party allotment (restricted stock for the employee stock ownership association and stock grant ESOP trust) |
| Number of shares to be issued or disposed of | Employee stock ownership association RS Up to 90,000 shares / ESOP trust 70,000 shares / Total Up to 160,000 shares |
| Issue price and disposal price | ¥1,728 per share |
| Total issue value | Employee stock ownership association RS Up to ¥155,520,000 / ESOP trust ¥120,960,000 |
| Payment date | Employee stock ownership association RS 30 September 2026 / ESOP trust 26 August 2026 |
| Intended allottee | Name クリヤマホールディングス従業員持株会 / Number of Shares Up to 90,000 shares, Name The Master Trust Bank of Japan, Ltd. (ESOP Trust Account for Share Grants) / Number of Shares 70,000 shares |
| Intended allottee's holding policy | Under the employee stock ownership association restricted stock program, the shares may not be transferred to third parties, pledged as collateral or otherwise disposed of during the restriction period. Under the ESOP trust, the shares will be delivered to employees of certain overseas subsidiaries in accordance with the share delivery rules. |
| Dilution Rate | 0.72% (as a percentage of the total number of issued shares); 0.80% (as a percentage of the total number of voting rights) |
| Total number of issued shares | 22,300,200 shares → Not disclosed |
| Basis for determining the amount to be paid | The closing price of ¥1,728 on the Tokyo Stock Exchange on 5 August 2026, the business day preceding the date of the Board of Directors' resolution. The average closing price was ¥1,639 for the one-month period from 6 July to 5 August 2026, ¥1,620 for the three-month period from 7 May to 5 August 2026, and ¥1,705 for the six-month period from 6 February to 5 August 2026. The respective premiums to the closing price were 5.43%, 6.67% and 1.35%. |
| Transfer restriction period | A period to be separately determined by the Board of Directors |
| Conditions for lifting transfer restrictions | The transfer restrictions will be lifted on the expiration date of the restriction period, provided that the eligible employee remains a member of the employee stock ownership association throughout the restriction period. If the employee withdraws from the association during the restriction period for a reason deemed justified, the transfer restrictions will be lifted as of the date on which the withdrawal notice is received. |
| Reason for acquisition without consideration | At the expiration of the restriction period or another prescribed date specified in the agreement, the Company will acquire without consideration any of the allocated shares for which the transfer restrictions have not been lifted. |
| Categories and Number of Persons Covered | Eligible employees (number: not disclosed); employees of certain overseas subsidiaries (number: not disclosed) |
| Total Stock-Based Compensation | Total monetary receivables of ¥155,520,000 (employee stock ownership association restricted stock) |
| Procedures under the Corporate Code of Conduct | Because the dilution ratio is less than 25% and the transaction does not involve a change in the controlling shareholder, obtaining an opinion from an independent third party and conducting procedures to confirm shareholders' intentions are not required. Separately, the Audit and Supervisory Committee has expressed the opinion that the disposal price is lawful. |
| Impact on Business Performance | The shares held in the ESOP trust are not expected to enter the stock market all at once, and the impact on the stock market is therefore considered minor. |
Items this document does not state (11)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioMost recent equity financingMajor shareholders after the offering
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 programs are intended to increase employee engagement and awareness of participation in management, encourage employees to contribute to enhancing corporate value, support employees' future asset formation, and enhance the corporate value of the Group over the medium to long term.
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.