Komori
Share Issuance and Disposal3661m-up holdings,Inc.Information and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company has resolved to dispose of 362,000 treasury shares to 2 directors and 1 director of a subsidiary as restricted stock compensation. The shares may not be transferred until the recipients retire or leave their positions, and the transfer restrictions will be lifted if certain service conditions are met.

Worth reading
54Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
362000
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much362,000Shares

362,000 common shares of the Company (treasury shares)

2 directors (excluding directors who are Audit & Supervisory Committee members and outside directors)256,000 shares
1 director of a subsidiary of the Company106,000 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.

¥645 per share
Total issue value

¥233,490,000

Amount of funds to be raised
Total payment amount: ¥233,490,000. Estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation claims: ¥233,490,000. The annual ceiling for total compensation is ¥300 million or less.
発行済株式総数

0.45%

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 29 July 2026, the payment date, until the date on which the recipient ceases to be a director, executive officer or employee of the Company or any of its subsidiaries
Conditions for lifting transfer restrictions
The transfer restrictions on all of the shares allocated will be lifted upon expiration of the restriction period, provided that the eligible director or other recipient has continuously held a position as a director, executive officer or employee of the Company or any of its subsidiaries throughout the applicable service period. If the recipient retires or leaves the position due to death or another reason deemed legitimate by the Company’s Board of Directors, the restrictions will be lifted for the number of shares corresponding to the recipient’s number of months in office.
Reason for acquisition without consideration
At the expiration of the restriction period, the Company will automatically acquire without consideration any allocated shares for which the transfer restrictions have not been lifted.
Stock Split RatioA 1-for-2 stock split of common shares. Effective date: 1 January 2026
Categories and Number of Persons Covered
Category Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 2 / Number of allocated shares 256,000 shares, Category Directors of subsidiaries of the Company / Number of Employees 1 / Number of allocated shares 106,000 shares
Intended allottee's holding policy
The shares may not be transferred, pledged as collateral or otherwise disposed of from 29 July 2026 until the date on which the recipient ceases to be a director, executive officer or employee of the Company or any of its subsidiaries.
Payment date
29 July 2026
Basis for determining the amount to be paid
The closing price of the Company’s common shares on the Tokyo Stock Exchange on 26 June 2025, the business day preceding the date of the Board of Directors’ resolution, was ¥645. Discount/premium rate: Not disclosed
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares as restricted stock compensation
Number of shares to be issued or disposed of362,000 common shares of the Company (treasury shares)
Issue price and disposal price¥645 per share
Total issue value¥233,490,000
Amount of funds to be raisedTotal payment amount: ¥233,490,000. Estimated net proceeds: Not disclosed
Payment date29 July 2026
Intended allotteeCategory 2 directors (excluding directors who are Audit & Supervisory Committee members and outside directors) / Number of Shares 256,000 shares, Category 1 director of a subsidiary of the Company / Number of Shares 106,000 shares
Intended allottee's holding policyThe shares may not be transferred, pledged as collateral or otherwise disposed of from 29 July 2026 until the date on which the recipient ceases to be a director, executive officer or employee of the Company or any of its subsidiaries.
Dilution Rate0.45%
Total number of issued sharesTotal number of shares issued as of 31 March 2026: Not disclosed → Not disclosed
Basis for determining the amount to be paidThe closing price of the Company’s common shares on the Tokyo Stock Exchange on 26 June 2025, the business day preceding the date of the Board of Directors’ resolution, was ¥645. Discount/premium rate: Not disclosed
Transfer restriction periodFrom 29 July 2026, the payment date, until the date on which the recipient ceases to be a director, executive officer or employee of the Company or any of its subsidiaries
Conditions for lifting transfer restrictionsThe transfer restrictions on all of the shares allocated will be lifted upon expiration of the restriction period, provided that the eligible director or other recipient has continuously held a position as a director, executive officer or employee of the Company or any of its subsidiaries throughout the applicable service period. If the recipient retires or leaves the position due to death or another reason deemed legitimate by the Company’s Board of Directors, the restrictions will be lifted for the number of shares corresponding to the recipient’s number of months in office.
Reason for acquisition without considerationAt the expiration of the restriction period, the Company will automatically acquire without consideration any allocated shares for which the transfer restrictions have not been lifted.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 2 / Number of allocated shares 256,000 shares, Category Directors of subsidiaries of the Company / Number of Employees 1 / Number of allocated shares 106,000 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥233,490,000. The annual ceiling for total compensation is ¥300 million or less.
Stock Split RatioA 1-for-2 stock split of common shares. Effective date: 1 January 2026
Items this document does not state (11)
Estimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentProcedures 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 provide an incentive to sustainably enhance the Group’s corporate value and shareholder value over the medium to long term 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.
Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | m-up holdings,Inc. (3661) timely disclosure | Komori