Details of issuance or disposal
Disposal of treasury shares as transfer-restricted stock incentives for the employee stock ownership association (third-party allotment)
The company's common shares: up to 222,355 shares (the actual number of shares will be finalized at a later date based on the number of eligible employees and other factors)
The lower thin line represents the existing number of shares to which these shares will be added.
Up to ¥2,148,616,365
0.08% (based on 283,693,826 issued shares as of 30 September 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.
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.
| Item | Details |
|---|---|
| Type of issuance or disposal | Disposal of treasury shares as transfer-restricted stock incentives for the employee stock ownership association (third-party allotment) |
| Number of shares to be issued or disposed of | The company's common shares: up to 222,355 shares (the actual number of shares will be finalized at a later date based on the number of eligible employees and other factors) |
| Issue price and disposal price | ¥9,663 per share |
| Total issue value | Up to ¥2,148,616,365 |
| Amount of funds to be raised | Total payment amount: up to ¥2,148,616,365; estimated net proceeds: Not disclosed |
| Payment date | 26 February 2027 |
| Intended allottee | IBIDEN Employee Shareholding Association (up to 222,355 shares) |
| Intended allottee's holding policy | During the restricted transfer period, the employee shareholding association will manage the shares in a dedicated account and restrict withdrawals of the eligible employees' membership interests. The restricted transfer period runs from 26 February 2027 to 31 May 2031. |
| Dilution Rate | 0.08% (based on 283,693,826 issued shares as of 30 September 2026) |
| Total number of issued shares | 283,693,826 shares → 283,693,826 shares (based on the disclosure that the total number of issued shares will not increase because the transaction involves the disposal of treasury shares) |
| Basis for determining the amount to be paid | The closing price on the Tokyo Stock Exchange Prime Market on 28 October 2026, the business day preceding the date of the Board of Directors' resolution, was ¥9,663. The deviations from the average closing prices were -7.18% versus the one-month average of ¥10,411, -3.64% versus the three-month average of ¥10,028, and -2.75% versus the six-month average of ¥9,936. |
| Transfer restriction period | From 26 February 2027 to 31 May 2031 |
| Conditions for lifting transfer restrictions | The restrictions will be lifted upon expiration of the restricted transfer period, provided that the eligible employee has continuously remained a member of the employee shareholding association throughout the restricted transfer period. They will also be lifted at the prescribed time when the employee leaves the association upon reaching the mandatory retirement age or for another legitimate reason, upon a decision to become a non-resident due to an overseas transfer or other circumstance, or in the event of a corporate reorganization or other event. |
| Reason for acquisition without consideration | If, during the restricted transfer period, the employee engages in a violation of laws or regulations or meets any other specified condition set out in the allocation agreement, or if the restrictions are not lifted upon expiration of the restricted transfer period or at another applicable time. |
| Categories and Number of Persons Covered | Up to 6,825 employees of the company and its subsidiaries: Pattern A (department manager level): up to 151 employees, 51 shares per employee; Pattern B (non-union employees below department manager level): up to 776 employees, 41 shares per employee; Pattern C (union members): up to 5,898 employees, 31 shares per employee. |
| Total Stock-Based Compensation | Monetary claims granted as special incentive payments: up to ¥2,148,616,365 equivalent (222,355 shares × ¥9,663) |
| Underwriter / lead underwriter | Nomura Securities Co., Ltd. (which will open a dedicated account for the employee shareholding association) |
| Stock Split Ratio | 1-for-2 stock split; effective date: 1 October 2026 |
| Procedures under the Corporate Code of Conduct | Because the dilution rate is below 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 intentions are not required. The Audit and Supervisory Committee, comprising 5 members including 3 outside directors, expressed the opinion that the disposal price does not constitute a particularly favorable price. |
| Impact on Business Performance | The company believes that this scheme will contribute to increasing the corporate value of the group. The specific monetary impact on earnings is Not disclosed. |
Items this document does not state (8)
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 the welfare and asset building of eligible employees, while enhancing their awareness of participating in management toward achieving the medium-term management targets and sustainable growth, sharing value with stakeholders, and employee engagement and retention.