Details of issuance or disposal
Issuance of new shares by third-party allotment (restricted stock incentive for the Employee Stock Ownership Association)
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)
The lower thin line represents the existing number of shares to which these shares will be added.
¥136,217,782 (total issue amount based on the maximum number of shares to be issued)
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.
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.
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance of new shares by third-party allotment (restricted stock incentive for the Employee Stock Ownership Association) |
| Number of shares to be issued or disposed of | 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) |
| 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 date | 17 August 2026 |
| Intended allottee | Name サイバーリンクス Employee Stock Ownership Association / Number of Shares Up to 132,122 shares |
| Dilution Rate | 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) |
| Total number of issued shares | 11,412,309 shares (as of 31 December 2025) → Not disclosed |
| 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. |
| 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) |
| 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. |
Items this document does not state (13)
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.