Komori
Share Issuance and Disposal3799Keyware Solutions Inc.Information and Communications, Services and Others

Notice Regarding the Disposal of Treasury Shares as Restricted Stock to Directors and Executive Officers

The Company resolved to dispose of 12,000 treasury shares as restricted stock compensation to 5 directors and 5 executive officers. The disposal price is ¥1,025 per share, for a total amount of ¥12.3 million.

Worth reading
48Recurring
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
12000
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much

12,000 shares of the Company's common stock (6,750 shares for 5 directors and 5,250 shares for 5 executive officers)

Directors of the Company (excluding outside directors)5 / 6,750 shares
The Company's executive officers5 / 5,250 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.

¥1,025 per share
Total issue value

¥12,300,000

Amount of funds to be raised
Total payment amount: ¥12,300,000; estimated net proceeds: not stated
Total Stock-Based Compensation
Total monetary compensation receivables: ¥12,300,000
Specific use of funds
Not applicable (in-kind contribution of monetary compensation receivables granted to the recipients)
発行済株式総数

The total number of issued shares will not increase because this is a disposal of treasury shares.

Not applicable (disposal of treasury shares only)

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 24 July 2026 until the date on which the recipient ceases to hold any of the positions of director, executive officer, or employee of the Company
Conditions for lifting transfer restrictions
The recipient must continuously hold the relevant position from 24 July 2026 through the conclusion of the ordinary general meeting of shareholders for the fiscal year ending March 2027. If the recipient ceases to hold the position due to death or another reason deemed valid by the Board of Directors, the restrictions will be lifted for the number of shares corresponding to the recipient's months of service.
Reason for acquisition without consideration
The Company will automatically acquire without consideration any of the allocated shares for which the transfer restrictions have not been lifted at the end of the restriction period or at another time specified in the agreement.
Categories and Number of Persons Covered
5 directors (excluding outside directors), 6,750 shares; 5 executive officers, 5,250 shares
Intended allottee's holding policy
Transfers, the creation of security interests, and other dispositions will be prohibited from 24 July 2026 until the date on which the recipient ceases to hold any of the positions of director, executive officer, or employee of the Company.
Payment date
24 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange on 24 June 2026, ¥1,025. No discount or premium rate was stated.
Procedures under the Corporate Code of Conduct
Because the total disposal amount is less than ¥100 million, the Company has not filed a securities notice or extraordinary report under the Financial Instruments and Exchange Act. No information was provided regarding obtaining an opinion from an independent third party or confirming shareholder intent.
Impact on Business Performance
No information was provided regarding the impact on financial results.
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 of12,000 shares of the Company's common stock (6,750 shares for 5 directors and 5,250 shares for 5 executive officers)
Issue price and disposal price¥1,025 per share
Total issue value¥12,300,000
Amount of funds to be raisedTotal payment amount: ¥12,300,000; estimated net proceeds: not stated
Specific use of fundsNot applicable (in-kind contribution of monetary compensation receivables granted to the recipients)
Payment date24 July 2026
Intended allotteeCategory Directors of the Company (excluding outside directors) / Number of Employees 5 / Number of Shares 6,750 shares, Category The Company's executive officers / Number of Employees 5 / Number of Shares 5,250 shares
Intended allottee's holding policyTransfers, the creation of security interests, and other dispositions will be prohibited from 24 July 2026 until the date on which the recipient ceases to hold any of the positions of director, executive officer, or employee of the Company.
Dilution RateNot applicable (disposal of treasury shares only)
Total number of issued sharesThe total number of issued shares will not increase because this is a disposal of treasury shares.
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange on 24 June 2026, ¥1,025. No discount or premium rate was stated.
Transfer restriction periodFrom 24 July 2026 until the date on which the recipient ceases to hold any of the positions of director, executive officer, or employee of the Company
Conditions for lifting transfer restrictionsThe recipient must continuously hold the relevant position from 24 July 2026 through the conclusion of the ordinary general meeting of shareholders for the fiscal year ending March 2027. If the recipient ceases to hold the position due to death or another reason deemed valid by the Board of Directors, the restrictions will be lifted for the number of shares corresponding to the recipient's months of service.
Reason for acquisition without considerationThe Company will automatically acquire without consideration any of the allocated shares for which the transfer restrictions have not been lifted at the end of the restriction period or at another time specified in the agreement.
Categories and Number of Persons Covered5 directors (excluding outside directors), 6,750 shares; 5 executive officers, 5,250 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥12,300,000
Procedures under the Corporate Code of ConductBecause the total disposal amount is less than ¥100 million, the Company has not filed a securities notice or extraordinary report under the Financial Instruments and Exchange Act. No information was provided regarding obtaining an opinion from an independent third party or confirming shareholder intent.
Impact on Business PerformanceNo information was provided regarding the impact on financial results.
Items this document does not state (9)
Estimated issuance expensesExercise 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.

To provide directors and executive officers with an incentive to sustainably enhance corporate value and promote value sharing with shareholders. The Company also took into consideration the purpose of the plan, the Company's performance, and the scope of each recipient's responsibilities.

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 Regarding the Disposal of Treasury Shares as Restricted Stock to Directors and Executive Officers | Keyware Solutions Inc. (3799) timely disclosure | Komori