Worth reading
47Recurring
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
2524060
Shares (maximum)Wording
Conditional
How definitive the wording is.Details of issuance or disposal
Disposal of treasury shares by third-party allotment (restricted stock incentives for the employee stock ownership plan)
Who receives how much2,524,060Shares
2,524,060 common shares of the Company (maximum; the actual number of shares will be determined based on the number of eligible employees)
Toray Industries Employee Stock Ownership Plan: 2,524,060 shares (maximum)
The lower thin line represents the existing number of shares to which these shares will be added.
¥1,188.5 per share (expected amount as of today; the final price will be the higher of ¥1,188.5 and the closing price on the trading day immediately preceding the pricing determination date)
Amount of funds to be raised
Total payment amount: ¥2,999,845,310 (expected amount as of today); estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Monetary receivable of ¥287,617 per employee. Based on a maximum of 10,430 employees, the total payment amount is ¥2,999,845,310 (expected amount).
発行済株式総数
0.17% of the total number of issued shares excluding treasury shares and 0.17% of the total number of voting rights (based on the maximum number of shares to be disposed of)
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 26 February 2027 to 15 May 2030 (40 months)
Conditions for lifting transfer restrictions
Provided that an eligible employee remains a member of the employee stock ownership plan throughout the transfer restriction period, all of the allocated shares corresponding to that employee's share interest will be released from the transfer restrictions upon expiration of the transfer restriction period. The restrictions will also be released in whole or in part, subject to the conditions set out in the documentation, in cases including transfer to another entity, promotion to an officer of the Company or a group company, retirement for company reasons, or becoming a non-resident.
Reason for acquisition without consideration
If, during the transfer restriction period, an eligible employee engages in an act violating laws or regulations or otherwise falls under certain circumstances specified in the allocation agreement, or if the transfer restrictions are not lifted upon expiration of the transfer restriction period or at the time of release.
Categories and Number of Persons Covered
Up to 10,430 employees of the Company, with 242 shares per employee (the actual number of eligible employees will be determined based on the number of employees consenting to participate in the plan)
Intended allottee's holding policy
During the transfer restriction period, withdrawals of shares attributable to eligible employees' plan interests, transfers to third parties, the creation of security interests and other dispositions will be restricted. After the transfer restrictions are lifted, the shares will be transferred to the employees' regular plan interests or to securities accounts in the names of the eligible employees.
Payment date
26 February 2027
Basis for determining the amount to be paid
The higher of the closing price of ¥1,188.5 on the Tokyo Stock Exchange Prime Market on 5 August 2026 and the closing price on the trading day immediately preceding the pricing determination date. The premium to the one-month average of ¥1,159 is 2.55%, the premium to the three-month average of ¥1,144 is 3.89%, and the premium to the six-month average of ¥1,160 is 2.46%.
Procedures under the Corporate Code of Conduct
Because the dilution is less than 25% and does not involve a change in the controlling shareholder, obtaining an opinion from an independent third party and confirming shareholder intent are not required. All 5 Audit & Supervisory Board Members, including 3 Outside Audit & Supervisory Board Members, have stated that the disposal price is lawful.
Impact on Business Performance
The Company believes that the transaction will contribute to increasing the corporate value of the Toray Industries Group and, given the scale of the dilution, has determined that its impact on the market will be minor. The monetary impact on financial performance is Not disclosed
| Item | Details |
|---|---|
| Type of issuance or disposal | Disposal of treasury shares by third-party allotment (restricted stock incentives for the employee stock ownership plan) |
| Number of shares to be issued or disposed of | 2,524,060 common shares of the Company (maximum; the actual number of shares will be determined based on the number of eligible employees) |
| Issue price and disposal price | ¥1,188.5 per share (expected amount as of today; the final price will be the higher of ¥1,188.5 and the closing price on the trading day immediately preceding the pricing determination date) |
| Amount of funds to be raised | Total payment amount: ¥2,999,845,310 (expected amount as of today); estimated net proceeds: Not disclosed |
| Payment date | 26 February 2027 |
| Intended allottee | Toray Industries Employee Stock Ownership Plan: 2,524,060 shares (maximum) |
| Intended allottee's holding policy | During the transfer restriction period, withdrawals of shares attributable to eligible employees' plan interests, transfers to third parties, the creation of security interests and other dispositions will be restricted. After the transfer restrictions are lifted, the shares will be transferred to the employees' regular plan interests or to securities accounts in the names of the eligible employees. |
| Dilution Rate | 0.17% of the total number of issued shares excluding treasury shares and 0.17% of the total number of voting rights (based on the maximum number of shares to be disposed of) |
| Total number of issued shares | 1,456,958,582 shares (as of 31 March 2026, excluding treasury shares) → Not disclosed |
| Basis for determining the amount to be paid | The higher of the closing price of ¥1,188.5 on the Tokyo Stock Exchange Prime Market on 5 August 2026 and the closing price on the trading day immediately preceding the pricing determination date. The premium to the one-month average of ¥1,159 is 2.55%, the premium to the three-month average of ¥1,144 is 3.89%, and the premium to the six-month average of ¥1,160 is 2.46%. |
| Transfer restriction period | From 26 February 2027 to 15 May 2030 (40 months) |
| Conditions for lifting transfer restrictions | Provided that an eligible employee remains a member of the employee stock ownership plan throughout the transfer restriction period, all of the allocated shares corresponding to that employee's share interest will be released from the transfer restrictions upon expiration of the transfer restriction period. The restrictions will also be released in whole or in part, subject to the conditions set out in the documentation, in cases including transfer to another entity, promotion to an officer of the Company or a group company, retirement for company reasons, or becoming a non-resident. |
| Reason for acquisition without consideration | If, during the transfer restriction period, an eligible employee engages in an act violating laws or regulations or otherwise falls under certain circumstances specified in the allocation agreement, or if the transfer restrictions are not lifted upon expiration of the transfer restriction period or at the time of release. |
| Categories and Number of Persons Covered | Up to 10,430 employees of the Company, with 242 shares per employee (the actual number of eligible employees will be determined based on the number of employees consenting to participate in the plan) |
| Total Stock-Based Compensation | Monetary receivable of ¥287,617 per employee. Based on a maximum of 10,430 employees, the total payment amount is ¥2,999,845,310 (expected amount). |
| Procedures under the Corporate Code of Conduct | Because the dilution is less than 25% and does not involve a change in the controlling shareholder, obtaining an opinion from an independent third party and confirming shareholder intent are not required. All 5 Audit & Supervisory Board Members, including 3 Outside Audit & Supervisory Board Members, have stated that the disposal price is lawful. |
| Impact on Business Performance | The Company believes that the transaction will contribute to increasing the corporate value of the Toray Industries Group and, given the scale of the dilution, has determined that its impact on the market will be minor. The monetary impact on financial performance is Not disclosed |
Items this document does not state (11)
Total issue valueEstimated 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 purposes are to invest in human capital centered on sharing corporate value with eligible employees, enhance their employee benefits, support their wealth accumulation, provide incentives for the sustainable enhancement of corporate value, and promote value sharing with shareholders.
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.