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Share Issuance and Disposal4011Headwaters Co.,LtdInformation and Communications, Services and Others

Notice Concerning the Issuance of New Shares as Restricted Stock to Directors and Other Officers

The company resolved to issue 5,450 common shares as restricted stock to its officers and employees and the officers and employees of its subsidiaries. The shares will be subject to restrictions on transfer and other dispositions for a specified period.

Worth reading
51Recurring
Scored from 4 of 5 sections
Direction
Neutral
Direction inferred from the company’s description.
Scale
5450
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of new shares as restricted stock

Who receives how much5,450Shares

5,450 common shares (new shares)

6 directors of the Company, excluding directors who are Audit and Supervisory Committee members1,696 shares
56 employees of the company2,315 shares
2 directors of subsidiaries of the Company522 shares
22 employees of the company's subsidiaries917 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.

¥2,297 per share
Total issue value

¥12,518,650

Amount of funds to be raised
not disclosed (issuance through an in-kind contribution of monetary compensation receivables or monetary receivables under the incentive plan)
Total Stock-Based Compensation
not disclosed (no breakdown of the monetary compensation receivables or monetary receivables is provided)
Specific use of funds
not disclosed (as the shares are issued through an in-kind contribution of compensation receivables, no specific use of funds is ordinarily stated)
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 11 May 2026, the payment date, until the date on which the holder ceases to hold any position as a director of the company or its subsidiaries (for eligible directors). The period is broadly similar for employees.
Conditions for lifting transfer restrictions
The eligible director must continuously hold a position as a director of either the company or one of its subsidiaries from 11 May 2026 through the conclusion of the ordinary general meeting of shareholders for the fiscal year ending December 2026. If the director ceases to hold the position due to death or any other reason that the Board of Directors considers justified, all restrictions will also be lifted. In the event of a corporate reorganization or similar transaction, all restrictions will be lifted immediately before the business day preceding the effective date.
Reason for acquisition without consideration
The Company will automatically acquire without consideration any shares for which the restrictions have not been lifted upon expiry of the restricted period or at any other time specified in the agreement.
Categories and Number of Persons Covered
6 directors of the company and 1,696 shares; 56 employees of the company and 2,315 shares; 2 directors of the company's subsidiaries and 522 shares; and 22 employees of the company's subsidiaries and 917 shares (excluding directors who are Audit and Supervisory Committee members)
Intended allottee's holding policy
Transfers, the creation of security interests and other dispositions will be prohibited from 11 May 2026 until the date on which the holder ceases to hold any position as a director of the company or its subsidiaries. The agreements with employees are broadly similar.
Payment date
11 May 2026
Basis for determining the amount to be paid
The closing price of the company's common shares on the Tokyo Stock Exchange on 15 April 2026, ¥2,297. No discount or premium is stated.
Most recent equity financing
14 February 2023: Introduction of a restricted stock compensation plan (this plan)
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of new shares as restricted stock
Number of shares to be issued or disposed of5,450 common shares (new shares)
Issue price and disposal price¥2,297 per share
Total issue value¥12,518,650
Amount of funds to be raisednot disclosed (issuance through an in-kind contribution of monetary compensation receivables or monetary receivables under the incentive plan)
Specific use of fundsnot disclosed (as the shares are issued through an in-kind contribution of compensation receivables, no specific use of funds is ordinarily stated)
Payment date11 May 2026
Intended allotteeName 6 directors of the Company, excluding directors who are Audit and Supervisory Committee members / Number of Shares 1,696 shares, Name 56 employees of the company / Number of Shares 2,315 shares, Name 2 directors of subsidiaries of the Company / Number of Shares 522 shares, Name 22 employees of the company's subsidiaries / Number of Shares 917 shares
Intended allottee's holding policyTransfers, the creation of security interests and other dispositions will be prohibited from 11 May 2026 until the date on which the holder ceases to hold any position as a director of the company or its subsidiaries. The agreements with employees are broadly similar.
Basis for determining the amount to be paidThe closing price of the company's common shares on the Tokyo Stock Exchange on 15 April 2026, ¥2,297. No discount or premium is stated.
Transfer restriction periodFrom 11 May 2026, the payment date, until the date on which the holder ceases to hold any position as a director of the company or its subsidiaries (for eligible directors). The period is broadly similar for employees.
Conditions for lifting transfer restrictionsThe eligible director must continuously hold a position as a director of either the company or one of its subsidiaries from 11 May 2026 through the conclusion of the ordinary general meeting of shareholders for the fiscal year ending December 2026. If the director ceases to hold the position due to death or any other reason that the Board of Directors considers justified, all restrictions will also be lifted. In the event of a corporate reorganization or similar transaction, all restrictions will be lifted immediately before the business day preceding the effective date.
Reason for acquisition without considerationThe Company will automatically acquire without consideration any shares for which the restrictions have not been lifted upon expiry of the restricted period or at any other time specified in the agreement.
Categories and Number of Persons Covered6 directors of the company and 1,696 shares; 56 employees of the company and 2,315 shares; 2 directors of the company's subsidiaries and 522 shares; and 22 employees of the company's subsidiaries and 917 shares (excluding directors who are Audit and Supervisory Committee members)
Total Stock-Based Compensationnot disclosed (no breakdown of the monetary compensation receivables or monetary receivables is provided)
Most recent equity financing14 February 2023: Introduction of a restricted stock compensation plan (this plan)
Items this document does not state (12)
Estimated issuance expensesDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioProcedures under the Corporate Code of ConductMajor 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 incentives to the officers and employees of the company and its subsidiaries, achieve sustained improvement in corporate and shareholder value over the medium to long term, and promote value sharing with shareholders.

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Notice Concerning the Issuance of New Shares as Restricted Stock to Directors and Other Officers | Headwaters Co.,Ltd (4011) timely disclosure | Komori