Details of issuance or disposal
Disposal of treasury shares as restricted stock through a third-party allotment
15,000 shares of the Company's common stock (current estimated number of shares)
The lower thin line represents the existing number of shares to which these shares will be added.
¥29,250,000 (estimated amount)
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.
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 restricted stock through a third-party allotment |
| Number of shares to be issued or disposed of | 15,000 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 date | 24 June 2026 |
| Intended allottee | ユーソナー Employee Stock Ownership Association: 15,000 shares |
| 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. |
| Dilution Rate | 0.17% of the total number of shares issued and 0.18% of the total number of voting rights |
| Total number of issued shares | 8,687,000 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 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 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) |
| Total Stock-Based Compensation | Total monetary claims: ¥29,250,000 |
| 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. |
Items this document does not state (12)
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.