Komori
Share Issuance and Disposal4046OSAKA SODA CO.,LTD.Materials and Chemicals

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Incentives for the Employee Stock Ownership Plan

The Company has resolved to dispose of up to 88,680 treasury shares through a third-party allotment to grant restricted stock to employees of the Company and its subsidiaries through the employee stock ownership plan. The actual number of shares and total disposal amount will be determined at a later date based on factors including the number of plan participants.

Worth reading
44Recurring
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
0.07
% (dilution rate relative to the total number of issued shares)
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock through a third-party allotment

Who receives how much88,680Shares

Up to 88,680 common shares of the Company (the actual number of shares will be determined based on factors including the number of plan participants)

Osaka Soda Employee Stock Ownership PlanUp to 88,680 shares

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

¥1,914 per share
Total issue value

¥169,733,520 (maximum amount)

Amount of funds to be raised
Total payment amount: ¥169,733,520 (maximum amount); estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Amount of monetary receivables paid as the special incentive payment: Not disclosed
発行済株式総数

0.07% (relative to the total number of issued shares as of 31 March 2026)

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
28 July 2026 to 2 June 2031
Conditions for lifting transfer restrictions
All transfer restrictions will be lifted at the end of the transfer restriction period, provided that the eligible employee remains a member of the employee stock ownership plan throughout the period. If the employee withdraws from or suspends participation for a legitimate reason, the restrictions will be lifted on the number of shares corresponding to the number of months of employment and plan membership.
Reason for acquisition without consideration
The Company will acquire without consideration any shares for which the transfer restrictions have not been lifted at the end of the transfer restriction period, as well as any shares for which the restrictions are not lifted due to withdrawal from or suspension of participation or other applicable treatment.
Categories and Number of Persons Covered
Up to 1,013 employees of the Company and its subsidiaries who are eligible to participate in the employee stock ownership plan (120 shares for management and 80 shares for non-management)
Payment date
28 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 17 April 2026, ¥1,914. This represented a premium of 5.05% to the one-month average of ¥1,822 for the period from 18 March 2026 to 17 April 2026, a discount of 8.51% to the three-month average of ¥2,092 for the period from 18 January 2026 to 17 April 2026, and a discount of 6.63% to the six-month average of ¥2,050 for the period from 18 October 2025 to 17 April 2026.
Procedures under the Corporate Code of Conduct
Because the dilution rate is less than 25% and the transaction does not involve a change in the controlling shareholder, obtaining an opinion from an independent third party and conducting procedures to confirm shareholder approval are not required.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares as restricted stock through a third-party allotment
Number of shares to be issued or disposed ofUp to 88,680 common shares of the Company (the actual number of shares will be determined based on factors including the number of plan participants)
Issue price and disposal price¥1,914 per share
Total issue value¥169,733,520 (maximum amount)
Amount of funds to be raisedTotal payment amount: ¥169,733,520 (maximum amount); estimated net proceeds: Not disclosed
Payment date28 July 2026
Intended allotteeName Osaka Soda Employee Stock Ownership Plan / Number of Shares Up to 88,680 shares
Dilution Rate0.07% (relative to the total number of issued shares as of 31 March 2026)
Total number of issued shares133,660,085 shares (as of 31 March 2026) → Not disclosed
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 17 April 2026, ¥1,914. This represented a premium of 5.05% to the one-month average of ¥1,822 for the period from 18 March 2026 to 17 April 2026, a discount of 8.51% to the three-month average of ¥2,092 for the period from 18 January 2026 to 17 April 2026, and a discount of 6.63% to the six-month average of ¥2,050 for the period from 18 October 2025 to 17 April 2026.
Transfer restriction period28 July 2026 to 2 June 2031
Conditions for lifting transfer restrictionsAll transfer restrictions will be lifted at the end of the transfer restriction period, provided that the eligible employee remains a member of the employee stock ownership plan throughout the period. If the employee withdraws from or suspends participation for a legitimate reason, the restrictions will be lifted on the number of shares corresponding to the number of months of employment and plan membership.
Reason for acquisition without considerationThe Company will acquire without consideration any shares for which the transfer restrictions have not been lifted at the end of the transfer restriction period, as well as any shares for which the restrictions are not lifted due to withdrawal from or suspension of participation or other applicable treatment.
Categories and Number of Persons CoveredUp to 1,013 employees of the Company and its subsidiaries who are eligible to participate in the employee stock ownership plan (120 shares for management and 80 shares for non-management)
Total Stock-Based CompensationAmount of monetary receivables paid as the special incentive payment: Not disclosed
Procedures under the Corporate Code of ConductBecause the dilution rate is less than 25% and the transaction does not involve a change in the controlling shareholder, obtaining an opinion from an independent third party and conducting procedures to confirm shareholder approval are not required.
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsIntended allottee's holding policyExercise 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 support employees in building their assets, raise their awareness of participating in management, and promote the sharing of value with shareholders.

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 Concerning the Disposal of Treasury Shares as Restricted Stock Incentives for the Employee Stock Ownership Plan | OSAKA SODA CO.,LTD. (4046) timely disclosure | Komori