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Share Issuance and Disposal4193Fabrica Holdings Co.,Ltd.Information and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to allocate 18,700 treasury shares as restricted stock compensation to its directors, executive officers, and directors and employees of its subsidiaries. The disposal price is ¥2,278 per share, for a total of ¥42,598,600.

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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much18,700Shares

18,700 shares of the Company's common stock (treasury shares)

4 of the Company's directors, excluding outside directors13,500 shares
2 of the Company's executive officers2,000 shares
1 director of a subsidiary of the Company1,000 shares
1 executive officer of a Company subsidiary500 shares
5 employees of Company subsidiaries1,700 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.

¥2,278 per share
Total issue value

¥42,598,600

Total Stock-Based Compensation
Total monetary compensation receivables of ¥42,598,600. The total monetary compensation receivables as compensation and other remuneration for the eligible directors are capped at ¥80 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
24 July 2026 to 23 July 2029 (3 years)
Conditions for lifting transfer restrictions
Provided that the eligible recipient continuously holds a position as a director, executive officer, or employee of the Company or one of its subsidiaries throughout the restriction period, all transfer restrictions on the allocated shares held at the end of the period will be lifted. In the event of resignation or retirement for a reason deemed legitimate, the restrictions will be lifted in proportion to the number of months in office divided by 36.
Reason for acquisition without consideration
If the eligible recipient resigns or retires from all positions as a director, executive officer, or employee of the Company or one of its subsidiaries before the end of the restriction period, except where the Board of Directors recognizes a legitimate reason. This also applies if any shares remain subject to transfer restrictions at the end of the period, or if any shares remain subject to transfer restrictions due to a corporate reorganization or other similar event.
Categories and Number of Persons Covered
4 of the Company's directors, 13,500 shares (excluding outside directors); 2 of the Company's executive officers, 2,000 shares; 1 director of a Company subsidiary, 1,000 shares; 1 executive officer of a Company subsidiary, 500 shares; and 5 employees of Company subsidiaries, 1,700 shares
Intended allottee's holding policy
During the restriction period, the shares may not be transferred to a third party, pledged, used to establish a security interest by way of transfer, gifted during the holder's lifetime, bequeathed, or otherwise disposed of in any way. Until the transfer restrictions are lifted, the shares will be held and maintained in a designated account at Tokai Tokyo Securities Co., Ltd.
Payment date
24 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange on 25 June 2026, ¥2,278. The closing price on the immediately preceding business day was adopted, and no discount or premium was applied.
Impact on Business Performance
No impact on financial results from this treasury share disposal has been disclosed.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares as restricted stock compensation
Number of shares to be issued or disposed of18,700 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥2,278 per share
Total issue value¥42,598,600
Payment date24 July 2026
Intended allotteeCategory 4 of the Company's directors, excluding outside directors / Number of Shares 13,500 shares, Category 2 of the Company's executive officers / Number of Shares 2,000 shares, Category 1 director of a subsidiary of the Company / Number of Shares 1,000 shares, Category 1 executive officer of a Company subsidiary / Number of Shares 500 shares, Category 5 employees of Company subsidiaries / Number of Shares 1,700 shares
Intended allottee's holding policyDuring the restriction period, the shares may not be transferred to a third party, pledged, used to establish a security interest by way of transfer, gifted during the holder's lifetime, bequeathed, or otherwise disposed of in any way. Until the transfer restrictions are lifted, the shares will be held and maintained in a designated account at Tokai Tokyo Securities Co., Ltd.
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange on 25 June 2026, ¥2,278. The closing price on the immediately preceding business day was adopted, and no discount or premium was applied.
Transfer restriction period24 July 2026 to 23 July 2029 (3 years)
Conditions for lifting transfer restrictionsProvided that the eligible recipient continuously holds a position as a director, executive officer, or employee of the Company or one of its subsidiaries throughout the restriction period, all transfer restrictions on the allocated shares held at the end of the period will be lifted. In the event of resignation or retirement for a reason deemed legitimate, the restrictions will be lifted in proportion to the number of months in office divided by 36.
Reason for acquisition without considerationIf the eligible recipient resigns or retires from all positions as a director, executive officer, or employee of the Company or one of its subsidiaries before the end of the restriction period, except where the Board of Directors recognizes a legitimate reason. This also applies if any shares remain subject to transfer restrictions at the end of the period, or if any shares remain subject to transfer restrictions due to a corporate reorganization or other similar event.
Categories and Number of Persons Covered4 of the Company's directors, 13,500 shares (excluding outside directors); 2 of the Company's executive officers, 2,000 shares; 1 director of a Company subsidiary, 1,000 shares; 1 executive officer of a Company subsidiary, 500 shares; and 5 employees of Company subsidiaries, 1,700 shares
Total Stock-Based CompensationTotal monetary compensation receivables of ¥42,598,600. The total monetary compensation receivables as compensation and other remuneration for the eligible directors are capped at ¥80 million per year.
Impact on Business PerformanceNo impact on financial results from this treasury share disposal has been disclosed.
Items this document does not state (14)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioProcedures under the Corporate Code of ConductMost 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 enable the eligible recipients to share with shareholders both the benefits and risks of share price fluctuations and to increase their motivation to contribute to higher share prices and enhanced corporate value.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Fabrica Holdings Co.,Ltd. (4193) timely disclosure | Komori