Komori
Share Issuance and Disposal4385Mercari,Inc.Information and Communications, Services and Others

Notice Concerning the Introduction of Performance-Conditioned Stock Units

The Company has decided to introduce performance-conditioned stock units (PSUs) for executive officers, under which shares will be delivered subject to achieving a market capitalization of at least ¥2 trillion, and to grant them to the CEO and 3 other executive officers. If the condition is met, a total of 898,970 shares will be delivered.

Worth reading
48Recurring
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
898970
Shares
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Issuance of new shares as equity compensation through performance-conditioned stock units (PSUs)

発行・処分する株式数898,970Shares

898,970 shares (if all awards vest)

Intended allottee
Name Representative Executive Officer and CEO / Number of Shares Equivalent to 0.5% of the total number of shares issued as of today, Name 3 other executive officers / Number of Shares Not disclosed
¥4,542 per share (issue price used to calculate the estimated amount)
Total issue value

Approximately ¥4.1 billion (estimated amount)

Total Stock-Based Compensation
Based on an issue price of ¥4,542 per share, approximately ¥4.1 billion. The value of the equity compensation upon achieving a market capitalization of ¥2 trillion will be approximately ¥10.9 billion, of which approximately ¥10 billion will be attributable to the CEO.
発行済株式総数

0.544% (as a percentage of the total number of issued common shares as of today)

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
A 1-year continuous holding obligation from the share delivery date
Reason for acquisition without consideration
If a specified forfeiture event occurs before vesting, the recipient will generally forfeit part or all of the right to receive the share allotment. If serious misconduct, an illegal act or a similar event occurs, all or part of the delivered shares or the corresponding cash amount must be returned (clawback).
Categories and Number of Persons Covered
1 Representative Executive Officer and CEO and 3 other executive officers. Equivalent to a total of 898,970 shares.
Intended allottee's holding policy
Following delivery of the shares, the recipients will be required to continue holding them for 1 year from the delivery date. However, this excludes shares sold where the Company determines that the sale is necessary and appropriate to secure funds for tax payments and other purposes.
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange Prime Market on 28 July 2026, the day before the grant date, was ¥4,542. The discount rate and premium rate were not disclosed.
Procedures under the Corporate Code of Conduct
Deliberations on the grant of PSUs to the CEO were conducted solely by the independent outside director serving as chair of the Compensation Committee and the other Compensation Committee members. The CEO did not participate in deliberations or voting on his own compensation.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of new shares as equity compensation through performance-conditioned stock units (PSUs)
Number of shares to be issued or disposed of898,970 shares (if all awards vest)
Issue price and disposal price¥4,542 per share (issue price used to calculate the estimated amount)
Total issue valueApproximately ¥4.1 billion (estimated amount)
Intended allotteeName Representative Executive Officer and CEO / Number of Shares Equivalent to 0.5% of the total number of shares issued as of today, Name 3 other executive officers / Number of Shares Not disclosed
Intended allottee's holding policyFollowing delivery of the shares, the recipients will be required to continue holding them for 1 year from the delivery date. However, this excludes shares sold where the Company determines that the sale is necessary and appropriate to secure funds for tax payments and other purposes.
Dilution Rate0.544% (as a percentage of the total number of issued common shares as of today)
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange Prime Market on 28 July 2026, the day before the grant date, was ¥4,542. The discount rate and premium rate were not disclosed.
Transfer restriction periodA 1-year continuous holding obligation from the share delivery date
Reason for acquisition without considerationIf a specified forfeiture event occurs before vesting, the recipient will generally forfeit part or all of the right to receive the share allotment. If serious misconduct, an illegal act or a similar event occurs, all or part of the delivered shares or the corresponding cash amount must be returned (clawback).
Categories and Number of Persons Covered1 Representative Executive Officer and CEO and 3 other executive officers. Equivalent to a total of 898,970 shares.
Total Stock-Based CompensationBased on an issue price of ¥4,542 per share, approximately ¥4.1 billion. The value of the equity compensation upon achieving a market capitalization of ¥2 trillion will be approximately ¥10.9 billion, of which approximately ¥10 billion will be attributable to the CEO.
Procedures under the Corporate Code of ConductDeliberations on the grant of PSUs to the CEO were conducted solely by the independent outside director serving as chair of the Compensation Committee and the other Compensation Committee members. The CEO did not participate in deliberations or voting on his own compensation.
Items this document does not state (15)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsPayment dateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsConditions for lifting transfer restrictionsUnderwriter / 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 achieve discontinuous growth from a medium- to long-term perspective and further enhance corporate value. The program is also intended to encourage bold challenges and decisive risk-taking by management and to align shareholder value with compensation.

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.
Notice Concerning the Introduction of Performance-Conditioned Stock Units | Mercari,Inc. (4385) timely disclosure | Komori