Komori
Share Issuance and Disposal4434Serverworks Co.,Ltd.Information and Communications, Services and Others

Notice Regarding the Issuance of New Shares as Restricted Stock-Based Compensation

The Company resolved to issue 18,224 common shares to directors, directors who are Audit & Supervisory Committee members, executive officers and employees as restricted stock compensation. The total issue price is ¥34,734,944.

Worth reading
62In focus
Scored from 4 of 5 sections
Direction
Neutral
Direction inferred from the company’s description.
Scale
18224
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of new shares as restricted stock compensation

Who receives how much18,224Shares

18,224 common shares (new shares)

Directors2 / 6,206 shares
Directors serving as Audit and Supervisory Committee members3 / 3,335 shares
Executive officers3 / 2,832 shares
Employees12 / 5,851 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.

¥1,906 per share
Total issue value

¥34,734,944

Amount of funds to be raised
Total paid-in amount: ¥34,734,944; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation receivables: ¥34,734,944
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
Covered directors: from 24 July 2026 until the date on which they cease to serve as a director, executive officer or employee of the Company. Covered executive officers and others: from 24 July 2026 through 24 July 2030.
Conditions for lifting transfer restrictions
Covered directors: continuously maintaining the status of director, executive officer or employee of the Company throughout the service provision period. Covered executive officers and others: continuously maintaining the status of executive officer or employee of the Company, or director, Audit & Supervisory Board member or employee of a subsidiary of the Company, throughout the transfer restriction period. In the event of resignation or retirement due to death or other legitimate reasons, a portion of the restrictions will be lifted based on the prescribed calculation.
Reason for acquisition without consideration
At the end of the restriction period, the Company will automatically acquire without consideration any of the allotted shares for which the restrictions have not been released.
Categories and Number of Persons Covered
Category Directors / Number of Employees 2 / Number of allocated shares 6,206 shares, Category Directors serving as Audit and Supervisory Committee members / Number of Employees 3 / Number of allocated shares 3,335 shares, Category Executive officers / Number of Employees 3 / Number of allocated shares 2,832 shares, Category Employees / Number of Employees 12 / Number of allocated shares 5,851 shares
Intended allottee's holding policy
During the transfer restriction period, the recipients may not transfer, create security interests over or otherwise dispose of the shares. The shares allocated to the covered directors will be subject to transfer restrictions from 24 July 2026 until the date on which they cease to serve as a director, executive officer or employee of the Company. The shares allocated to the covered executive officers and others will be subject to transfer restrictions from 24 July 2026 through 24 July 2030.
Payment date
24 July 2026
Basis for determining the amount to be paid
The closing price of the Company’s common shares on the Tokyo Stock Exchange on 23 June 2026, ¥1,906. No discount or premium.
Procedures under the Corporate Code of Conduct
The system for directors was approved at the 23rd Annual General Meeting of Shareholders held on 27 May 2022. The system for directors who are Audit & Supervisory Committee members was approved at the 26th Annual General Meeting of Shareholders held on 28 May 2025.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of new shares as restricted stock compensation
Number of shares to be issued or disposed of18,224 common shares (new shares)
Issue price and disposal price¥1,906 per share
Total issue value¥34,734,944
Amount of funds to be raisedTotal paid-in amount: ¥34,734,944; estimated net proceeds: Not disclosed
Payment date24 July 2026
Intended allotteeName Directors / Number of Employees 2 / Number of Shares 6,206 shares, Name Directors serving as Audit and Supervisory Committee members / Number of Employees 3 / Number of Shares 3,335 shares, Name Executive officers / Number of Employees 3 / Number of Shares 2,832 shares, Name Employees / Number of Employees 12 / Number of Shares 5,851 shares
Intended allottee's holding policyDuring the transfer restriction period, the recipients may not transfer, create security interests over or otherwise dispose of the shares. The shares allocated to the covered directors will be subject to transfer restrictions from 24 July 2026 until the date on which they cease to serve as a director, executive officer or employee of the Company. The shares allocated to the covered executive officers and others will be subject to transfer restrictions from 24 July 2026 through 24 July 2030.
Basis for determining the amount to be paidThe closing price of the Company’s common shares on the Tokyo Stock Exchange on 23 June 2026, ¥1,906. No discount or premium.
Transfer restriction periodCovered directors: from 24 July 2026 until the date on which they cease to serve as a director, executive officer or employee of the Company. Covered executive officers and others: from 24 July 2026 through 24 July 2030.
Conditions for lifting transfer restrictionsCovered directors: continuously maintaining the status of director, executive officer or employee of the Company throughout the service provision period. Covered executive officers and others: continuously maintaining the status of executive officer or employee of the Company, or director, Audit & Supervisory Board member or employee of a subsidiary of the Company, throughout the transfer restriction period. In the event of resignation or retirement due to death or other legitimate reasons, a portion of the restrictions will be lifted based on the prescribed calculation.
Reason for acquisition without considerationAt the end of the restriction period, the Company will automatically acquire without consideration any of the allotted shares for which the restrictions have not been released.
Categories and Number of Persons CoveredCategory Directors / Number of Employees 2 / Number of allocated shares 6,206 shares, Category Directors serving as Audit and Supervisory Committee members / Number of Employees 3 / Number of allocated shares 3,335 shares, Category Executive officers / Number of Employees 3 / Number of allocated shares 2,832 shares, Category Employees / Number of Employees 12 / Number of allocated shares 5,851 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥34,734,944
Procedures under the Corporate Code of ConductThe system for directors was approved at the 23rd Annual General Meeting of Shareholders held on 27 May 2022. The system for directors who are Audit & Supervisory Committee members was approved at the 26th Annual General Meeting of Shareholders held on 28 May 2025.
Items this document does not state (13)
Estimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise 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.

The purposes are to clarify directors’ accountability for business performance, enhance the transparency of directors’ compensation, provide incentives for the sustainable enhancement of corporate value, share value with shareholders, and provide incentives to prevent damage to corporate value. For executive officers and employees, the issuance is based on a system for granting restricted stock.

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 Regarding the Issuance of New Shares as Restricted Stock-Based Compensation | Serverworks Co.,Ltd. (4434) timely disclosure | Komori