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Share Issuance and Disposal3917iRidge,Inc.Information and Communications, Services and Others

Notice Regarding the Issuance of New Shares as Restricted Stock Compensation

The Company has resolved to issue 33,000 new common shares as restricted stock compensation for its directors. The recipients are 4 directors of the Company and 1 director of a subsidiary, and the shares will be subject to a 3-year transfer restriction.

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60In focus
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Direction
Neutral
Direction inferred from the company’s description.
Scale
33000
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of new shares as restricted stock compensation

Who receives how much33,000Shares

33,000 shares (new shares)

4 of the Company's directors (excluding outside directors and directors who are Audit & Supervisory Committee Members)30,000 shares
1 director of a subsidiary of the Company3,000 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.

¥405 per share
Total issue value

¥13,365,000

Amount of funds to be raised
Total subscription proceeds of ¥13,365,000; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary claims of ¥13,365,000 (grant amount under this transaction); compensation limit of no more than ¥20 million per year
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 to 23 July 2029 (3 years)
Conditions for lifting transfer restrictions
All of the allocated shares will be released from the transfer restrictions upon expiry of the transfer restriction period, provided that the eligible directors and others have held the position of director, executive officer, executive officer who does not concurrently serve as a director, Audit & Supervisory Board member, employee, adviser, counselor or any equivalent position of the Company or one of its subsidiaries throughout the transfer restriction period. In the event of departure from office or retirement for a valid reason, the transfer restrictions will be released on the shares held immediately after the departure or retirement. In the event of a corporate reorganization or similar event, the transfer restrictions may be released at a specified time.
Reason for acquisition without consideration
The Company will acquire without consideration any allocated shares that remain subject to transfer restrictions at the expiry of the transfer restriction period or when the transfer restrictions are released. In the event of a corporate reorganization or similar event, the Company will also acquire without consideration any allocated shares that remain subject to transfer restrictions.
Categories and Number of Persons Covered
The Company's directors (excluding outside directors and directors who are Audit and Supervisory Committee members): 4 people, 30,000 shares; directors of the Company's subsidiaries: 1 person, 3,000 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred to any third party, pledged as collateral or otherwise disposed of in any manner. The transfer restriction period is from 24 July 2026 to 23 July 2029.
Payment date
24 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 25 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥405. The discount or premium rate was not stated.
Procedures under the Corporate Code of Conduct
On 26 June 2026, the Company passed a Board of Directors' resolution pursuant to Article 370 of the Companies Act and Article 25 of its Articles of Incorporation (omission of a Board of Directors' resolution). Information on obtaining an independent third-party opinion and confirming shareholder intent was Not disclosed.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of new shares as restricted stock compensation
Number of shares to be issued or disposed of33,000 shares (new shares)
Issue price and disposal price¥405 per share
Total issue value¥13,365,000
Amount of funds to be raisedTotal subscription proceeds of ¥13,365,000; estimated net proceeds: Not disclosed
Payment date24 July 2026
Intended allotteeCategory 4 of the Company's directors (excluding outside directors and directors who are Audit & Supervisory Committee Members) / Number of Shares 30,000 shares, Category 1 director of a subsidiary of the Company / Number of Shares 3,000 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred to any third party, pledged as collateral or otherwise disposed of in any manner. The transfer restriction period is from 24 July 2026 to 23 July 2029.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 25 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥405. The discount or premium rate was not stated.
Transfer restriction periodFrom 24 July 2026 to 23 July 2029 (3 years)
Conditions for lifting transfer restrictionsAll of the allocated shares will be released from the transfer restrictions upon expiry of the transfer restriction period, provided that the eligible directors and others have held the position of director, executive officer, executive officer who does not concurrently serve as a director, Audit & Supervisory Board member, employee, adviser, counselor or any equivalent position of the Company or one of its subsidiaries throughout the transfer restriction period. In the event of departure from office or retirement for a valid reason, the transfer restrictions will be released on the shares held immediately after the departure or retirement. In the event of a corporate reorganization or similar event, the transfer restrictions may be released at a specified time.
Reason for acquisition without considerationThe Company will acquire without consideration any allocated shares that remain subject to transfer restrictions at the expiry of the transfer restriction period or when the transfer restrictions are released. In the event of a corporate reorganization or similar event, the Company will also acquire without consideration any allocated shares that remain subject to transfer restrictions.
Categories and Number of Persons CoveredThe Company's directors (excluding outside directors and directors who are Audit and Supervisory Committee members): 4 people, 30,000 shares; directors of the Company's subsidiaries: 1 person, 3,000 shares
Total Stock-Based CompensationTotal monetary claims of ¥13,365,000 (grant amount under this transaction); compensation limit of no more than ¥20 million per year
Procedures under the Corporate Code of ConductOn 26 June 2026, the Company passed a Board of Directors' resolution pursuant to Article 370 of the Companies Act and Article 25 of its Articles of Incorporation (omission of a Board of Directors' resolution). Information on obtaining an independent third-party opinion and confirming shareholder intent was Not disclosed.
Items this document does not state (13)
Estimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / 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 provide the eligible directors and others with an incentive to sustainably enhance the Company's corporate value and promote the sharing of value with shareholders, as well as to further increase their motivation and achieve the sharing of shareholder value over the medium to long term.

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Notice Regarding the Issuance of New Shares as Restricted Stock Compensation | iRidge,Inc. (3917) timely disclosure | Komori