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Share Issuance and Disposal3683CYBERLINKS CO.,LTD.Information and Communications, Services and Others

Notice Concerning the Issuance of New Shares as Restricted Stock Incentives for the Employee Stock Ownership Plan

The Company resolved to issue up to 132,122 new shares, with the Employee Stock Ownership Association as the allottee, to grant restricted stock incentives to employees of the Group. The actual number of shares issued and the total issue amount will be determined based on the number of employees who consent to participate in the plan.

Worth reading
55In focus
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Direction
Neutral
Direction inferred from the company’s description.
Scale
132122
Shares
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Issuance of new shares by third-party allotment (restricted stock incentive for the Employee Stock Ownership Association)

Who receives how much132,122Shares

Up to 132,122 shares of the Company's common stock (the actual number of shares will be the number of shares subscribed for as determined by the Employee Stock Ownership Association)

サイバーリンクス Employee Stock Ownership AssociationUp to 132,122 shares

The lower thin line represents the existing number of shares to which these shares will be added.

¥1,031 per share
Total issue value

¥136,217,782 (total issue amount based on the maximum number of shares to be issued)

Amount of funds to be raised
¥136,217,782 in monetary claims contributed in kind by the Employee Stock Ownership Association (based on the maximum number of shares to be issued; estimated net proceeds: Not disclosed)
発行済株式総数

1.16% of the total number of issued shares and 1.19% of the total number of voting rights (based on the maximum number of shares to be issued)

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 17 August 2026 to 16 August 2031
Conditions for lifting transfer restrictions
The transfer restrictions will be lifted upon expiration of the transfer restriction period, provided that the eligible employee has remained a member of the Employee Stock Ownership Association throughout the transfer restriction period. In the event of withdrawal from the association due to mandatory retirement or another legitimate reason, the restrictions will be lifted on the date the withdrawal application is accepted. In the event of a corporate reorganization or similar event, the restrictions will be lifted immediately before the business day preceding the effective date of the reorganization or similar event.
Reason for acquisition without consideration
If any shares remain subject to transfer restrictions when the transfer restriction period expires or the restrictions are lifted, or if an eligible employee falls under any of the specified circumstances set forth in the allotment agreement.
Categories and Number of Persons Covered
Up to 865 employees of the Group, up to 132,122 shares (the actual number of employees and shares will be determined based on the number of employees who consent to participate in the plan)
Payment date
17 August 2026
Basis for determining the amount to be paid
The closing price of ¥1,031 on the Tokyo Stock Exchange Standard Market on 16 April 2026. This represents a premium of 2.79% to the one-month average of ¥1,003, a discount of 10.43% to the three-month average of ¥1,151, and a discount of 17.98% to the six-month average of ¥1,257.
Procedures under the Corporate Code of Conduct
Because the dilution rate 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 shareholder approval are not required.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of new shares by third-party allotment (restricted stock incentive for the Employee Stock Ownership Association)
Number of shares to be issued or disposed ofUp to 132,122 shares of the Company's common stock (the actual number of shares will be the number of shares subscribed for as determined by the Employee Stock Ownership Association)
Issue price and disposal price¥1,031 per share
Total issue value¥136,217,782 (total issue amount based on the maximum number of shares to be issued)
Amount of funds to be raised¥136,217,782 in monetary claims contributed in kind by the Employee Stock Ownership Association (based on the maximum number of shares to be issued; estimated net proceeds: Not disclosed)
Payment date17 August 2026
Intended allotteeName サイバーリンクス Employee Stock Ownership Association / Number of Shares Up to 132,122 shares
Dilution Rate1.16% of the total number of issued shares and 1.19% of the total number of voting rights (based on the maximum number of shares to be issued)
Total number of issued shares11,412,309 shares (as of 31 December 2025) → Not disclosed
Basis for determining the amount to be paidThe closing price of ¥1,031 on the Tokyo Stock Exchange Standard Market on 16 April 2026. This represents a premium of 2.79% to the one-month average of ¥1,003, a discount of 10.43% to the three-month average of ¥1,151, and a discount of 17.98% to the six-month average of ¥1,257.
Transfer restriction periodFrom 17 August 2026 to 16 August 2031
Conditions for lifting transfer restrictionsThe transfer restrictions will be lifted upon expiration of the transfer restriction period, provided that the eligible employee has remained a member of the Employee Stock Ownership Association throughout the transfer restriction period. In the event of withdrawal from the association due to mandatory retirement or another legitimate reason, the restrictions will be lifted on the date the withdrawal application is accepted. In the event of a corporate reorganization or similar event, the restrictions will be lifted immediately before the business day preceding the effective date of the reorganization or similar event.
Reason for acquisition without considerationIf any shares remain subject to transfer restrictions when the transfer restriction period expires or the restrictions are lifted, or if an eligible employee falls under any of the specified circumstances set forth in the allotment agreement.
Categories and Number of Persons CoveredUp to 865 employees of the Group, up to 132,122 shares (the actual number of employees and shares will be determined based on the number of employees who consent to participate in the plan)
Procedures under the Corporate Code of ConductBecause the dilution rate 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 shareholder approval are not required.
Items this document does not state (13)
Estimated issuance expensesSpecific use of fundsIntended allottee's holding policyExercise priceExercise periodNumber of Stock Acquisition RightsTotal Stock-Based CompensationUnderwriter / 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 support employees in building personal assets, increase their awareness of the Company's performance and share price, promote the sharing of value with shareholders, and increase motivation to achieve sustainable growth in corporate value.

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 Issuance of New Shares as Restricted Stock Incentives for the Employee Stock Ownership Plan | CYBERLINKS CO.,LTD. (3683) timely disclosure | Komori