Worth reading
50Recurring
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
135000
Shares (maximum)Wording
Conditional
How definitive the wording is.Details of issuance or disposal
Disposal of treasury shares by third-party allotment (restricted stock incentives for the employee stock ownership plan)
Who receives how much135,000Shares
135,000 common shares of the Company (maximum; the actual number of shares to be disposed of will be determined based on the number of eligible employees)
INTAGE Group Employee Shareholding Association135,000 shares (maximum)
The lower thin line represents the existing number of shares to which these shares will be added.
¥1,928 per share
Total issue value
¥260,280,000 (maximum)
Amount of funds to be raised
Total payment amount of ¥260,280,000 (maximum); estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Monetary receivables of ¥96,400 per eligible employee. Based on a maximum of 2,700 eligible employees, the total monetary receivables will be ¥260,280,000.
発行済株式総数
0.33% of total issued shares and 0.35% of total voting rights (in each case based on the maximum number of shares to be disposed of)
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 26 February 2027 through 30 June 2031
Conditions for lifting transfer restrictions
The transfer restrictions will be fully lifted upon expiration of the restricted transfer period, provided that the eligible employee has remained a member of the employee shareholding association throughout the restricted transfer period. If an employee retires or leaves the association due to mandatory retirement or another legitimate reason, the restrictions will be lifted in proportion to the period of membership. If an employee becomes a non-resident, all restrictions will be lifted on the prescribed date. In the event of a corporate reorganization or other similar event, the restrictions may be lifted by resolution of the Board of Directors.
Reason for acquisition without consideration
The Company may acquire the shares without consideration if, during the restricted transfer period, the holder engages in a violation of laws or regulations or falls under any other specified event set out in the allocation agreement, or if the transfer restrictions are not lifted when the restrictions are scheduled to be lifted.
Categories and Number of Persons Covered
Up to 2,700 eligible employees of the Company and its subsidiaries; 50 shares per employee
Intended allottee's holding policy
During the restricted transfer period, the shares may not be transferred, pledged, or otherwise disposed of, and will be managed in a dedicated account opened with Nomura Securities Co., Ltd. The transfer restrictions will be lifted depending on the eligible employee's membership status and other conditions relating to the employee shareholding association.
Payment date
26 February 2027
Basis for determining the amount to be paid
The closing price of ¥1,928 on the Prime Market of the Tokyo Stock Exchange on 24 August 2026, the business day preceding the date of the Board of Directors' resolution. The deviations from the average closing price were -0.16% for the one-month period from 27 July to 24 August 2026, 6.23% for the three-month period from 25 May to 24 August 2026, and 9.86% for the six-month period from 25 February to 24 August 2026.
Procedures under the Corporate Code of Conduct
Because the dilution ratio 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 confirming shareholders' intentions are not required. The Audit and Supervisory Committee expressed the opinion that the disposal price is not particularly favorable and that the transaction is lawful.
Impact on Business Performance
The Company believes that the transaction will contribute to increasing the corporate value of the Company Group. The Company considers the impact on the market to be minor. The specific monetary impact on business results is Not disclosed
| Item | Details |
|---|---|
| Type of issuance or disposal | Disposal of treasury shares by third-party allotment (restricted stock incentives for the employee stock ownership plan) |
| Number of shares to be issued or disposed of | 135,000 common shares of the Company (maximum; the actual number of shares to be disposed of will be determined based on the number of eligible employees) |
| Issue price and disposal price | ¥1,928 per share |
| Total issue value | ¥260,280,000 (maximum) |
| Amount of funds to be raised | Total payment amount of ¥260,280,000 (maximum); estimated net proceeds: Not disclosed |
| Payment date | 26 February 2027 |
| Intended allottee | Name INTAGE Group Employee Shareholding Association / Number of Shares 135,000 shares (maximum) |
| Intended allottee's holding policy | During the restricted transfer period, the shares may not be transferred, pledged, or otherwise disposed of, and will be managed in a dedicated account opened with Nomura Securities Co., Ltd. The transfer restrictions will be lifted depending on the eligible employee's membership status and other conditions relating to the employee shareholding association. |
| Dilution Rate | 0.33% of total issued shares and 0.35% of total voting rights (in each case based on the maximum number of shares to be disposed of) |
| Total number of issued shares | 40,426,000 shares (as of 30 June 2026) → Not disclosed |
| Basis for determining the amount to be paid | The closing price of ¥1,928 on the Prime Market of the Tokyo Stock Exchange on 24 August 2026, the business day preceding the date of the Board of Directors' resolution. The deviations from the average closing price were -0.16% for the one-month period from 27 July to 24 August 2026, 6.23% for the three-month period from 25 May to 24 August 2026, and 9.86% for the six-month period from 25 February to 24 August 2026. |
| Transfer restriction period | From 26 February 2027 through 30 June 2031 |
| Conditions for lifting transfer restrictions | The transfer restrictions will be fully lifted upon expiration of the restricted transfer period, provided that the eligible employee has remained a member of the employee shareholding association throughout the restricted transfer period. If an employee retires or leaves the association due to mandatory retirement or another legitimate reason, the restrictions will be lifted in proportion to the period of membership. If an employee becomes a non-resident, all restrictions will be lifted on the prescribed date. In the event of a corporate reorganization or other similar event, the restrictions may be lifted by resolution of the Board of Directors. |
| Reason for acquisition without consideration | The Company may acquire the shares without consideration if, during the restricted transfer period, the holder engages in a violation of laws or regulations or falls under any other specified event set out in the allocation agreement, or if the transfer restrictions are not lifted when the restrictions are scheduled to be lifted. |
| Categories and Number of Persons Covered | Up to 2,700 eligible employees of the Company and its subsidiaries; 50 shares per employee |
| Total Stock-Based Compensation | Monetary receivables of ¥96,400 per eligible employee. Based on a maximum of 2,700 eligible employees, the total monetary receivables will be ¥260,280,000. |
| Procedures under the Corporate Code of Conduct | Because the dilution ratio 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 confirming shareholders' intentions are not required. The Audit and Supervisory Committee expressed the opinion that the disposal price is not particularly favorable and that the transaction is lawful. |
| Impact on Business Performance | The Company believes that the transaction will contribute to increasing the corporate value of the Company Group. The Company considers the impact on the market to be minor. The specific monetary impact on business results is Not disclosed |
Items this document does not state (10)
Estimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioMost 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 enhance engagement among eligible employees, foster a management-oriented mindset, and contribute to increasing the corporate value of the Company Group.
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.