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Share Issuance and Disposal3837Ad-Sol Nissin CorporationInformation and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock-Based Compensation for Employees (Officers)

The company resolved to dispose of 8,774 treasury shares as restricted stock compensation to 112 employees in managerial positions. The shares will be disposed of on 2 July 2026 and, in principle, may not be transferred until 1 July 2027.

Worth reading
48Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
8774
Shares
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much8,774Shares

8,774 treasury shares

112 employees of the company who hold positions designated by the Board of Directors, excluding directors; 8,774 shares

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

¥1,540 per share
Total issue value

¥13,511,960

Amount of funds to be raised
Total payment amount: ¥13,511,960; estimated net proceeds: Not disclosed (the disposal will be made through an in-kind contribution of monetary compensation receivables)
Total Stock-Based Compensation
Total monetary compensation receivables: ¥13,511,960
Specific use of funds
Not applicable (the transaction is not intended to raise funds and will be made through an in-kind contribution of monetary compensation receivables)
発行済株式総数

No increase (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 2 July 2026 through 1 July 2027
Conditions for lifting transfer restrictions
All transfer restrictions on the allocated shares will be lifted on the expiration date of the transfer restriction period, provided that the recipient has continuously remained an employee of the company throughout the transfer restriction period. In the event of retirement due to death, reaching retirement age or expiration of the employment contract, the restrictions on the number of shares corresponding to the number of months employed will be lifted on the retirement date. In the event of a corporate reorganization or similar event, the restrictions on the number of shares corresponding to the prescribed number of months will be lifted immediately before the business day preceding the effective date of the corporate reorganization or similar event.
Reason for acquisition without consideration
The company will acquire without consideration any shares not eligible for the lifting of transfer restrictions, either when the transfer restrictions are lifted or immediately after the recipient retires and ceases to be an employee of the company.
Categories and Number of Persons Covered
112 employees of the company in managerial positions, excluding directors; 8,774 shares
Intended allottee's holding policy
From 2 July 2026 through 1 July 2027, the recipients may not transfer, create security interests over or otherwise dispose of the shares. All transfer restrictions will be lifted on the expiration date of the transfer restriction period, provided that the recipient has continuously remained an employee of the company.
Payment date
2 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 21 April 2026, the business day preceding the Board of Directors' resolution date, was ¥1,540. No discount or premium rate was 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 of8,774 treasury shares
Issue price and disposal price¥1,540 per share
Total issue value¥13,511,960
Amount of funds to be raisedTotal payment amount: ¥13,511,960; estimated net proceeds: Not disclosed (the disposal will be made through an in-kind contribution of monetary compensation receivables)
Specific use of fundsNot applicable (the transaction is not intended to raise funds and will be made through an in-kind contribution of monetary compensation receivables)
Payment date2 July 2026
Intended allottee112 employees of the company who hold positions designated by the Board of Directors, excluding directors; 8,774 shares
Intended allottee's holding policyFrom 2 July 2026 through 1 July 2027, the recipients may not transfer, create security interests over or otherwise dispose of the shares. All transfer restrictions will be lifted on the expiration date of the transfer restriction period, provided that the recipient has continuously remained an employee of the company.
Dilution RateNot applicable (disposal of treasury shares only)
Total number of issued sharesNo increase (disposal of treasury shares)
Basis for determining the amount to be paidThe closing price of the company's common shares on the Tokyo Stock Exchange on 21 April 2026, the business day preceding the Board of Directors' resolution date, was ¥1,540. No discount or premium rate was disclosed.
Transfer restriction periodFrom 2 July 2026 through 1 July 2027
Conditions for lifting transfer restrictionsAll transfer restrictions on the allocated shares will be lifted on the expiration date of the transfer restriction period, provided that the recipient has continuously remained an employee of the company throughout the transfer restriction period. In the event of retirement due to death, reaching retirement age or expiration of the employment contract, the restrictions on the number of shares corresponding to the number of months employed will be lifted on the retirement date. In the event of a corporate reorganization or similar event, the restrictions on the number of shares corresponding to the prescribed number of months will be lifted immediately before the business day preceding the effective date of the corporate reorganization or similar event.
Reason for acquisition without considerationThe company will acquire without consideration any shares not eligible for the lifting of transfer restrictions, either when the transfer restrictions are lifted or immediately after the recipient retires and ceases to be an employee of the company.
Categories and Number of Persons Covered112 employees of the company in managerial positions, excluding directors; 8,774 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥13,511,960
Items this document does not state (11)
Estimated issuance expensesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioProcedures 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 promote value sharing between employees in managerial positions who assume important responsibilities and roles in the company's sustainable growth and its shareholders, and to provide an incentive for the sustainable enhancement of 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.
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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-Based Compensation for Employees (Officers) | Ad-Sol Nissin Corporation (3837) timely disclosure | Komori