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Share Issuance and Disposal431AuSonar Co.,Ltd.Information and Communications, Services and Others

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

The Company resolved to dispose of 15,000 treasury shares through a third-party allotment in order to grant restricted stock to employees through the employee stock ownership association. The disposal price is ¥1,950 per share, and the payment date is 24 June 2026.

Worth reading
43Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
15000
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 much15,000Shares

15,000 shares of the Company's common stock (current estimated number of shares)

ユーソナー Employee Stock Ownership Association: 15,000 shares

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

¥1,950 per share
Total issue value

¥29,250,000 (estimated amount)

Total Stock-Based Compensation
Total monetary claims: ¥29,250,000
発行済株式総数

0.17% of the total number of shares issued and 0.18% of the total number of voting rights

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 24 June 2026 to 30 June 2029
Conditions for lifting transfer restrictions
The restrictions will be lifted on the expiration date of the restricted transfer period, provided that the relevant employee remains a member of the association throughout the restricted transfer period. In the event of a suspension of contributions, withdrawal from the association or other such circumstances, the restrictions will be lifted for the number of shares determined according to the employee's period of employment, period of membership and other applicable factors.
Reason for acquisition without consideration
The Company will automatically acquire for no consideration all shares allotted under this offering for which the restrictions have not been lifted at the expiration of the restricted transfer period or at other times specified in the agreement.
Categories and Number of Persons Covered
Eligible employees (the number will be determined after the membership promotion campaign and consent confirmation): 15,000 shares (number of employees: Not disclosed)
Intended allottee's holding policy
During the restricted transfer period, the association may not transfer, create security interests over, or otherwise dispose of the shares allotted under this offering.
Payment date
24 June 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange on 14 April 2026, which was ¥1,950. The deviation from the average closing price was 7.26% for the one-month period from 15 March 2026 to 14 April 2026, 1.99% for the three-month period from 15 January 2026 to 14 April 2026, and -17.34% for the six-month period from 17 October 2025 to 14 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 intentions are not required under the Code of Corporate Conduct. The Audit and Supervisory Committee, including 3 outside directors and comprising 4 members, has expressed the opinion that the disposal price complies with applicable laws and regulations.
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 of15,000 shares of the Company's common stock (current estimated number of shares)
Issue price and disposal price¥1,950 per share
Total issue value¥29,250,000 (estimated amount)
Payment date24 June 2026
Intended allotteeユーソナー Employee Stock Ownership Association: 15,000 shares
Intended allottee's holding policyDuring the restricted transfer period, the association may not transfer, create security interests over, or otherwise dispose of the shares allotted under this offering.
Dilution Rate0.17% of the total number of shares issued and 0.18% of the total number of voting rights
Total number of issued shares8,687,000 shares → Not disclosed
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange on 14 April 2026, which was ¥1,950. The deviation from the average closing price was 7.26% for the one-month period from 15 March 2026 to 14 April 2026, 1.99% for the three-month period from 15 January 2026 to 14 April 2026, and -17.34% for the six-month period from 17 October 2025 to 14 April 2026.
Transfer restriction periodFrom 24 June 2026 to 30 June 2029
Conditions for lifting transfer restrictionsThe restrictions will be lifted on the expiration date of the restricted transfer period, provided that the relevant employee remains a member of the association throughout the restricted transfer period. In the event of a suspension of contributions, withdrawal from the association or other such circumstances, the restrictions will be lifted for the number of shares determined according to the employee's period of employment, period of membership and other applicable factors.
Reason for acquisition without considerationThe Company will automatically acquire for no consideration all shares allotted under this offering for which the restrictions have not been lifted at the expiration of the restricted transfer period or at other times specified in the agreement.
Categories and Number of Persons CoveredEligible employees (the number will be determined after the membership promotion campaign and consent confirmation): 15,000 shares (number of employees: Not disclosed)
Total Stock-Based CompensationTotal monetary claims: ¥29,250,000
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 intentions are not required under the Code of Corporate Conduct. The Audit and Supervisory Committee, including 3 outside directors and comprising 4 members, has expressed the opinion that the disposal price complies with applicable laws and regulations.
Items this document does not state (12)
Amount of funds to be raisedEstimated 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 enhance employee benefits, improve engagement, secure talented and diverse personnel, and support employees in building personal assets.

How to read this page

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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 to the Employee Stock Ownership Plan | uSonar Co.,Ltd. (431A) timely disclosure | Komori