Worth reading
47Recurring
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
26190
SharesWording
Conditional
How definitive the wording is.Details of issuance or disposal
Disposal of treasury shares through a third-party allotment under the restricted stock incentive plan
Who receives how much26,190Shares
26,190 shares of the company's common stock (maximum number; the actual number of shares to be disposed of will be determined based on the number of shares applied for through the employee stock ownership association)
カーリット Employee Stock Ownership Association, 26,190 shares (maximum number)
The lower thin line represents the existing number of shares to which these shares will be added.
¥1,789 per share
Total issue value
¥46,853,910 (maximum amount)
Amount of funds to be raised
Total amount to be paid: ¥46,853,910 (maximum amount); estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Monetary claims as special incentive payments to be paid to eligible employees. The amount is the number of shares to be disposed of × ¥1,789, up to a maximum of ¥46,853,910.
発行済株式総数
0.11% (based on 22,940,600 issued shares; stated as the dilution amount in the documents although this is a disposal of treasury shares)
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
From the payment date through 31 March 2030
Conditions for lifting transfer restrictions
The transfer restrictions will be lifted upon expiry of the transfer restriction period, provided that the employee has remained a member of the employee stock ownership association throughout that period. In the event of withdrawal from the association due to mandatory retirement or another legitimate reason, the restrictions will be lifted on the date the withdrawal application is accepted.
Reason for acquisition without consideration
If, during the transfer restriction period, the employee withdraws from the employee stock ownership association for a reason other than a legitimate reason, suspends contributions, or falls under another event specified in the allotment agreement, including a violation of laws or regulations. Also, if any shares remain subject to transfer restrictions when the restrictions are lifted.
Categories and Number of Persons Covered
970 employees of the Group (maximum number of eligible employees); 26,190 shares allotted (maximum number)
Intended allottee's holding policy
During the transfer restriction period, eligible employees will be restricted from withdrawing their interests in the restricted shares from the employee stock ownership association. For a specified period, transfers, the creation of security interests, gifts during the donor's lifetime and other dispositions will be prohibited.
Payment date
26 March 2027
Basis for determining the amount to be paid
The closing price of the company's common stock on the Tokyo Stock Exchange Prime Market on 10 November 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,789. This represented 2.64% against the one-month average of ¥1,743, -6.63% against the three-month average of ¥1,916, and -15.93% against the six-month average of ¥2,128.
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 a procedure to confirm shareholders' intentions are not required. In addition, 3 outside directors and 3 audit and supervisory board members expressed the opinion that the disposal price is lawful.
| Item | Details |
|---|---|
| Type of issuance or disposal | Disposal of treasury shares through a third-party allotment under the restricted stock incentive plan |
| Number of shares to be issued or disposed of | 26,190 shares of the company's common stock (maximum number; the actual number of shares to be disposed of will be determined based on the number of shares applied for through the employee stock ownership association) |
| Issue price and disposal price | ¥1,789 per share |
| Total issue value | ¥46,853,910 (maximum amount) |
| Amount of funds to be raised | Total amount to be paid: ¥46,853,910 (maximum amount); estimated net proceeds: Not disclosed |
| Payment date | 26 March 2027 |
| Intended allottee | カーリット Employee Stock Ownership Association, 26,190 shares (maximum number) |
| Intended allottee's holding policy | During the transfer restriction period, eligible employees will be restricted from withdrawing their interests in the restricted shares from the employee stock ownership association. For a specified period, transfers, the creation of security interests, gifts during the donor's lifetime and other dispositions will be prohibited. |
| Dilution Rate | 0.11% (based on 22,940,600 issued shares; stated as the dilution amount in the documents although this is a disposal of treasury shares) |
| Total number of issued shares | 22,940,600 shares → Not disclosed |
| Basis for determining the amount to be paid | The closing price of the company's common stock on the Tokyo Stock Exchange Prime Market on 10 November 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,789. This represented 2.64% against the one-month average of ¥1,743, -6.63% against the three-month average of ¥1,916, and -15.93% against the six-month average of ¥2,128. |
| Transfer restriction period | From the payment date through 31 March 2030 |
| Conditions for lifting transfer restrictions | The transfer restrictions will be lifted upon expiry of the transfer restriction period, provided that the employee has remained a member of the employee stock ownership association throughout that period. In the event of withdrawal from the association due to mandatory retirement or another legitimate reason, the restrictions will be lifted on the date the withdrawal application is accepted. |
| Reason for acquisition without consideration | If, during the transfer restriction period, the employee withdraws from the employee stock ownership association for a reason other than a legitimate reason, suspends contributions, or falls under another event specified in the allotment agreement, including a violation of laws or regulations. Also, if any shares remain subject to transfer restrictions when the restrictions are lifted. |
| Categories and Number of Persons Covered | 970 employees of the Group (maximum number of eligible employees); 26,190 shares allotted (maximum number) |
| Total Stock-Based Compensation | Monetary claims as special incentive payments to be paid to eligible employees. The amount is the number of shares to be disposed of × ¥1,789, up to a maximum of ¥46,853,910. |
| 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 a procedure to confirm shareholders' intentions are not required. In addition, 3 outside directors and 3 audit and supervisory board members expressed the opinion that the disposal price is lawful. |
Items this document does not state (11)
Estimated issuance expensesSpecific use of fundsExercise 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 personal assets, provide incentives for the sustained enhancement of corporate value, foster a greater awareness of participation in management, and promote the sharing of value with shareholders over the medium to long term.
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.