Komori
Share Issuance and Disposal3970Innovation Inc.Information and Communications, Services and Others

Notice Regarding the Issuance of New Shares as Restricted Stock-Based Compensation

The Company resolved to issue 25,000 common shares to 2 directors as restricted stock compensation. The payment date is 6 August 2026, and the total issue price will be ¥20,125,000.

Worth reading
59In focus
Scored from 4 of 5 sections
Direction
Neutral
Direction inferred from the company’s description.
Scale
25000
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of new shares as restricted stock compensation

Who receives how much25,000Shares

25,000 new shares

2 directors of the Company, excluding directors who are Audit and Supervisory Committee members and outside directors25,000 shares

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

¥805 per share
Total issue value

¥20,125,000

Amount of funds to be raised
Total amount paid: ¥20,125,000; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary remuneration claims: ¥20,125,000. The annual remuneration limit is ¥150,000 thousand.
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 6 August 2026 until the date on which the recipient ceases to be a director of the Company
Conditions for lifting transfer restrictions
The recipient must remain a director of the Company continuously from the start date of the restricted period until the date of the first ordinary general meeting of shareholders held thereafter. If the recipient ceases to be a director for a legitimate reason, such as the expiration of the term of office, a portion of the restrictions will be lifted in proportion to the number of months in office.
Reason for acquisition without consideration
If the recipient ceases to be a director without a reason deemed legitimate by the Board of Directors before the day preceding the date of the first ordinary general meeting of shareholders held thereafter. If any shares remain subject to restrictions when the restricted period expires. If the recipient ceases to be a director in connection with a corporate reorganization or similar transaction and any shares remain subject to restrictions as of the business day preceding the effective date.
Categories and Number of Persons Covered
2 directors of the Company, excluding directors who are Audit and Supervisory Committee members and outside directors; 25,000 shares
Intended allottee's holding policy
During the restricted period, the recipients may not transfer the shares to any third party, create a pledge or security interest over them, make a lifetime gift or bequest, or otherwise dispose of them in any manner. The shares will be held and maintained in designated accounts at SMBC Nikko Securities Inc. until the transfer restrictions are lifted.
Payment date
6 August 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 17 July 2026, the business day immediately preceding the date of the Board of Directors' resolution, was ¥805. No discount or premium rate is stated.
Procedures under the Corporate Code of Conduct
At the 19th ordinary general meeting of shareholders held on 21 June 2019, approval was obtained for the total amount of monetary remuneration claims and the annual limit on the number of shares to be allotted as remuneration in the form of restricted stock, among other matters.
Impact on Business Performance
No impact on operating performance from this issuance of new shares is specified.
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 of25,000 new shares
Issue price and disposal price¥805 per share
Total issue value¥20,125,000
Amount of funds to be raisedTotal amount paid: ¥20,125,000; estimated net proceeds: Not disclosed
Payment date6 August 2026
Intended allotteeCategory 2 directors of the Company, excluding directors who are Audit and Supervisory Committee members and outside directors / Number of Shares 25,000 shares
Intended allottee's holding policyDuring the restricted period, the recipients may not transfer the shares to any third party, create a pledge or security interest over them, make a lifetime gift or bequest, or otherwise dispose of them in any manner. The shares will be held and maintained in designated accounts at SMBC Nikko Securities Inc. until the transfer restrictions are lifted.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 17 July 2026, the business day immediately preceding the date of the Board of Directors' resolution, was ¥805. No discount or premium rate is stated.
Transfer restriction periodFrom 6 August 2026 until the date on which the recipient ceases to be a director of the Company
Conditions for lifting transfer restrictionsThe recipient must remain a director of the Company continuously from the start date of the restricted period until the date of the first ordinary general meeting of shareholders held thereafter. If the recipient ceases to be a director for a legitimate reason, such as the expiration of the term of office, a portion of the restrictions will be lifted in proportion to the number of months in office.
Reason for acquisition without considerationIf the recipient ceases to be a director without a reason deemed legitimate by the Board of Directors before the day preceding the date of the first ordinary general meeting of shareholders held thereafter. If any shares remain subject to restrictions when the restricted period expires. If the recipient ceases to be a director in connection with a corporate reorganization or similar transaction and any shares remain subject to restrictions as of the business day preceding the effective date.
Categories and Number of Persons Covered2 directors of the Company, excluding directors who are Audit and Supervisory Committee members and outside directors; 25,000 shares
Total Stock-Based CompensationTotal monetary remuneration claims: ¥20,125,000. The annual remuneration limit is ¥150,000 thousand.
Procedures under the Corporate Code of ConductAt the 19th ordinary general meeting of shareholders held on 21 June 2019, approval was obtained for the total amount of monetary remuneration claims and the annual limit on the number of shares to be allotted as remuneration in the form of restricted stock, among other matters.
Impact on Business PerformanceNo impact on operating performance from this issuance of new shares is specified.
Items this document does not state (12)
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 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 align the directors' interests with shareholders by sharing the benefits and risks of share price fluctuations and to enhance their motivation to contribute to an increase in the share price and 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 Regarding the Issuance of New Shares as Restricted Stock-Based Compensation | Innovation Inc. (3970) timely disclosure | Komori