Worth reading
36Immaterial
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
46407
Shares (maximum)Wording
Conditional
How definitive the wording is.Details of issuance or disposal
Disposal of treasury shares as restricted stock incentives for the employee stock ownership plan
Who receives how much46,407Shares
Up to 46,407 shares of the Company's common stock (the actual number of shares to be disposed of will be determined based on the number of eligible employees and other factors)
日華化学 Employee Stock Ownership Plan, up to 46,407 shares
The lower thin line represents the existing number of shares to which these shares will be added.
¥1,639 per share
Total issue value
¥76,061,073 (maximum)
Total Stock-Based Compensation
The amount of monetary claims to be paid as this special incentive bonus is not disclosed
発行済株式総数
0.26% of total shares issued and 0.28% of total voting rights (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 28 July 2026 to 1 September 2028
Conditions for lifting transfer restrictions
Provided that an eligible employee remains a member of the employee stock ownership plan throughout the restriction period, all of the shares allocated to that employee corresponding to the employee's RS interest will be released from the transfer restrictions upon expiration of the restriction period. If the employee leaves the plan due to retirement or other legitimate reasons, the restrictions will be released on the date the withdrawal application is accepted or another applicable date.
Reason for acquisition without consideration
If, during the restriction period, an eligible employee engages in conduct violating laws or regulations or otherwise falls under certain circumstances stipulated in the allocation agreement, or if the transfer restrictions are not released at the time scheduled for their release, the Company will acquire the relevant allocated shares without consideration.
Categories and Number of Persons Covered
Up to 241 employees of the Company. The maximum number of shares granted by grade is as follows: Pattern 1, up to 10 employees and 3,660 shares; Pattern 2, up to 33 employees and 10,065 shares; Pattern 3, up to 28 employees and 7,672 shares; Pattern 4, up to 80 employees and 19,520 shares; and Pattern 5, up to 90 employees and 5,490 shares.
Intended allottee's holding policy
During the restriction period, the employee stock ownership plan will manage the shares in a dedicated account and restrict the withdrawal of the eligible employees' restricted stock (RS) interests. The restriction period runs from 28 July 2026 to 1 September 2028.
Payment date
28 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange Standard Market on 28 April 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,639. No discount or premium will be applied.
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 confirming shareholders' intentions under Article 432 of the Tokyo Stock Exchange Listing Regulations are not required. All 3 Audit & Supervisory Board Members, including 2 Outside Audit & Supervisory Board Members, expressed the opinion that the disposal price is appropriate.
Impact on Business Performance
The impact of this disposal of treasury shares on business performance is not disclosed
| Item | Details |
|---|---|
| Type of issuance or disposal | Disposal of treasury shares as restricted stock incentives for the employee stock ownership plan |
| Number of shares to be issued or disposed of | Up to 46,407 shares of the Company's common stock (the actual number of shares to be disposed of will be determined based on the number of eligible employees and other factors) |
| Issue price and disposal price | ¥1,639 per share |
| Total issue value | ¥76,061,073 (maximum) |
| Payment date | 28 July 2026 |
| Intended allottee | 日華化学 Employee Stock Ownership Plan, up to 46,407 shares |
| Intended allottee's holding policy | During the restriction period, the employee stock ownership plan will manage the shares in a dedicated account and restrict the withdrawal of the eligible employees' restricted stock (RS) interests. The restriction period runs from 28 July 2026 to 1 September 2028. |
| Dilution Rate | 0.26% of total shares issued and 0.28% of total voting rights (based on the maximum number of shares to be disposed of) |
| Total number of issued shares | 17,710 thousand shares (as of 31 December 2025) → Not disclosed |
| Basis for determining the amount to be paid | The closing price of the Company's common stock on the Tokyo Stock Exchange Standard Market on 28 April 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,639. No discount or premium will be applied. |
| Transfer restriction period | From 28 July 2026 to 1 September 2028 |
| Conditions for lifting transfer restrictions | Provided that an eligible employee remains a member of the employee stock ownership plan throughout the restriction period, all of the shares allocated to that employee corresponding to the employee's RS interest will be released from the transfer restrictions upon expiration of the restriction period. If the employee leaves the plan due to retirement or other legitimate reasons, the restrictions will be released on the date the withdrawal application is accepted or another applicable date. |
| Reason for acquisition without consideration | If, during the restriction period, an eligible employee engages in conduct violating laws or regulations or otherwise falls under certain circumstances stipulated in the allocation agreement, or if the transfer restrictions are not released at the time scheduled for their release, the Company will acquire the relevant allocated shares without consideration. |
| Categories and Number of Persons Covered | Up to 241 employees of the Company. The maximum number of shares granted by grade is as follows: Pattern 1, up to 10 employees and 3,660 shares; Pattern 2, up to 33 employees and 10,065 shares; Pattern 3, up to 28 employees and 7,672 shares; Pattern 4, up to 80 employees and 19,520 shares; and Pattern 5, up to 90 employees and 5,490 shares. |
| Total Stock-Based Compensation | The amount of monetary claims to be paid as this special incentive bonus is not disclosed |
| 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 confirming shareholders' intentions under Article 432 of the Tokyo Stock Exchange Listing Regulations are not required. All 3 Audit & Supervisory Board Members, including 2 Outside Audit & Supervisory Board Members, expressed the opinion that the disposal price is appropriate. |
| Impact on Business Performance | The impact of this disposal of treasury shares on business performance is not disclosed |
Items this document does not state (11)
Amount of funds to be raisedEstimated 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 support the eligible employees' asset building, provide incentives aimed at increasing corporate value and sharing value with shareholders, and raise employees' awareness of participating in management.
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.