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Share Issuance and Disposal4391Logizard Co.,Ltd.Information and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The company resolved to dispose of 33,600 treasury shares to its directors, executive officers and employees as restricted stock compensation. The disposal price is ¥1,142 per share, and the total number of eligible recipients is 161.

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Direction
Neutral
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Scale
33600
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much

33,600 shares of the company’s common stock (6,600 shares for eligible directors, 2,000 shares for eligible Audit and Supervisory Committee members, and 25,000 shares for executive officers who do not concurrently serve as directors and employees)

3 of the Company's directors, excluding directors serving as Audit & Supervisory Committee Members and outside directors6,600 shares
3 of the company’s directors who are Audit and Supervisory Committee members2,000 shares
2 executive officers who do not concurrently serve as directors1,800 shares
153 of the company’s employees23,200 shares

The height of each bar represents the proportion of shares received by each allottee. The thin line below represents the number of existing shares to which these shares are added.

¥1,142 per share
Amount of funds to be raised

Total payment amount: ¥38,371,200; estimated net proceeds: Not disclosed

Total Stock-Based Compensation
Total monetary claims: ¥38,371,200. The annual compensation limits are ¥100 million or less for eligible directors and ¥20 million or less for eligible Audit and Supervisory Committee members.
発行済株式総数

As this is a disposal of treasury shares, the total number of issued shares will not increase

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
Eligible directors: 10 November 2026 to 9 November 2029 (3 years); eligible Audit and Supervisory Committee members: 10 November 2026 until retirement from office; eligible employees: 15 December 2026 to 14 December 2029 (3 years)
Conditions for lifting transfer restrictions
For eligible directors, all transfer restrictions will be lifted upon expiration of the period if they remain continuously in the prescribed position during the transfer restriction period and achieve positive net income for the 27th fiscal year and at least 100% of the budget. For eligible Audit and Supervisory Committee members and eligible employees, all transfer restrictions will be lifted upon expiration of the period if they remain continuously in the prescribed position during the transfer restriction period. Upon retirement from office or employment for a legitimate reason, or in the event of a corporate reorganisation, the restrictions will be lifted based on a prescribed calculation method.
Reason for acquisition without consideration
If any shares remain subject to transfer restrictions upon expiration of the transfer restriction period or at the prescribed time for lifting the transfer restrictions. If any shares remain subject to transfer restrictions in the event of a corporate reorganisation.
Categories and Number of Persons Covered
3 company directors (excluding directors who are Audit and Supervisory Committee members and outside directors): 6,600 shares; 3 directors who are Audit and Supervisory Committee members: 2,000 shares; 2 executive officers who do not concurrently serve as directors: 1,800 shares; 153 employees: 23,200 shares
Intended allottee's holding policy
During the transfer restriction period, transfers to third parties, the creation of security interests and any other disposal are prohibited, and the shares will be held in a designated account.
Payment date
Eligible directors and eligible Audit and Supervisory Committee members: 10 November 2026; eligible employees: 15 December 2026
Basis for determining the amount to be paid
The closing price of the company’s common stock on the Tokyo Stock Exchange Growth Market on 14 October 2026 was ¥1,142. The discount or premium rate was Not disclosed.
Impact on Business Performance
The impact on financial results is Not disclosed
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares as restricted stock compensation
Number of shares to be issued or disposed of33,600 shares of the company’s common stock (6,600 shares for eligible directors, 2,000 shares for eligible Audit and Supervisory Committee members, and 25,000 shares for executive officers who do not concurrently serve as directors and employees)
Issue price and disposal price¥1,142 per share
Amount of funds to be raisedTotal payment amount: ¥38,371,200; estimated net proceeds: Not disclosed
Payment dateEligible directors and eligible Audit and Supervisory Committee members: 10 November 2026; eligible employees: 15 December 2026
Intended allotteeCategory 3 of the Company's directors, excluding directors serving as Audit & Supervisory Committee Members and outside directors / Number of Shares 6,600 shares, Category 3 of the company’s directors who are Audit and Supervisory Committee members / Number of Shares 2,000 shares, Category 2 executive officers who do not concurrently serve as directors / Number of Shares 1,800 shares, Category 153 of the company’s employees / Number of Shares 23,200 shares
Intended allottee's holding policyDuring the transfer restriction period, transfers to third parties, the creation of security interests and any other disposal are prohibited, and the shares will be held in a designated account.
Total number of issued sharesAs this is a disposal of treasury shares, the total number of issued shares will not increase
Basis for determining the amount to be paidThe closing price of the company’s common stock on the Tokyo Stock Exchange Growth Market on 14 October 2026 was ¥1,142. The discount or premium rate was Not disclosed.
Transfer restriction periodEligible directors: 10 November 2026 to 9 November 2029 (3 years); eligible Audit and Supervisory Committee members: 10 November 2026 until retirement from office; eligible employees: 15 December 2026 to 14 December 2029 (3 years)
Conditions for lifting transfer restrictionsFor eligible directors, all transfer restrictions will be lifted upon expiration of the period if they remain continuously in the prescribed position during the transfer restriction period and achieve positive net income for the 27th fiscal year and at least 100% of the budget. For eligible Audit and Supervisory Committee members and eligible employees, all transfer restrictions will be lifted upon expiration of the period if they remain continuously in the prescribed position during the transfer restriction period. Upon retirement from office or employment for a legitimate reason, or in the event of a corporate reorganisation, the restrictions will be lifted based on a prescribed calculation method.
Reason for acquisition without considerationIf any shares remain subject to transfer restrictions upon expiration of the transfer restriction period or at the prescribed time for lifting the transfer restrictions. If any shares remain subject to transfer restrictions in the event of a corporate reorganisation.
Categories and Number of Persons Covered3 company directors (excluding directors who are Audit and Supervisory Committee members and outside directors): 6,600 shares; 3 directors who are Audit and Supervisory Committee members: 2,000 shares; 2 executive officers who do not concurrently serve as directors: 1,800 shares; 153 employees: 23,200 shares
Total Stock-Based CompensationTotal monetary claims: ¥38,371,200. The annual compensation limits are ¥100 million or less for eligible directors and ¥20 million or less for eligible Audit and Supervisory Committee members.
Impact on Business PerformanceThe impact on financial results is Not disclosed
Items this document does not state (13)
Total issue valueEstimated issuance expensesSpecific use of fundsDilution RateExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioProcedures under the Corporate Code of ConductMost 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 provide the eligible directors and others with an incentive to achieve sustained growth in the company’s corporate value and to enable them to share in shareholder value over the medium term.

How to read this page

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Logizard Co.,Ltd. (4391) timely disclosure | Komori