Komori
Share Issuance and Disposal4465Niitaka Co., Ltd.Materials and Chemicals

Notice Regarding the Disposal of Treasury Shares Through a Third-Party Allotment for the Grant of Restricted Shares Through the Employee Stock Ownership Plan

The Board of Directors resolved to dispose of up to 1,420 treasury shares to grant restricted stock to employees of the Company's group through the Employee Stock Ownership Association. The number of shares to be disposed of and the total amount will be finalized after the number of participating eligible employees has been determined.

Worth reading
59In focus
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
1420
Shares (maximum)
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock through a third-party allotment

Who receives how much1,420Shares

1,420 shares of the Company's common stock (maximum)

ニイタカ社員持株会1,420 shares (maximum)

The lower thin line represents the existing number of shares to which these shares will be added.

¥2,327 per share
Total issue value

¥3,304,340 (maximum)

Total Stock-Based Compensation
Monetary claims to be paid as a special incentive. The total amount is ¥3,304,340 (maximum).
発行済株式総数

0.02% (of the total number of shares issued and total voting rights)

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 30 October 2026 to 31 July 2028
Conditions for lifting transfer restrictions
For the restricted stock (RS), the employee must remain a member of the Employee Stock Ownership Association throughout the restriction period. If the employee leaves the association upon retirement, death, promotion to an officer position, or for another reason deemed valid by the Company, the restrictions will be lifted in proportion to the number of months enrolled. For the performance shares (PS), the employee must remain a member of the Employee Stock Ownership Association throughout the restriction period, excluding senior employees, and the operating profit target for the fiscal year ending May 2028 must be achieved.
Reason for acquisition without consideration
Immediately after the restriction period expires or the restrictions are lifted, the Company will automatically acquire without consideration any shares subject to this allotment for which the restrictions have not been lifted.
Categories and Number of Persons Covered
Up to 33 employees of the Company's group. The RS is for employees who join the Company, and the PS is for employees newly appointed to management positions. The number of shares allocated to each category is Not disclosed.
Intended allottee's holding policy
During the restriction period, eligible employees may not withdraw their interests in the shares allocated to the Employee Stock Ownership Association. The restriction period is from 30 October 2026 to 31 July 2028.
Payment date
30 October 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Standard Market of the Tokyo Stock Exchange on 19 August 2026 was ¥2,327. This represented a premium of 1.09% to the one-month average of ¥2,302, 5.29% to the three-month average of ¥2,210, and 1.79% to the six-month average of ¥2,286.
Procedures under the Corporate Code of Conduct
Because the dilution is less than 25% and the transaction does not involve a change in the controlling shareholder, it is not necessary to obtain an opinion from an independent third party or conduct procedures to confirm shareholders' intentions. The Audit and Supervisory Committee, comprising 4 outside directors, expressed the opinion that the determination that the disposal price does not constitute a particularly favorable disposal price was lawful.
Most recent equity financing
Timing 2025 / Type Grant of similar restricted stock / Amount Not disclosed
Impact on Business Performance
For the PS, achievement of the operating profit target for the fiscal year ending May 2028 is a condition for lifting the transfer restrictions. The monetary impact on performance is Not disclosed.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares as restricted stock through a third-party allotment
Number of shares to be issued or disposed of1,420 shares of the Company's common stock (maximum)
Issue price and disposal price¥2,327 per share
Total issue value¥3,304,340 (maximum)
Payment date30 October 2026
Intended allotteeName ニイタカ社員持株会 / Number of Shares 1,420 shares (maximum)
Intended allottee's holding policyDuring the restriction period, eligible employees may not withdraw their interests in the shares allocated to the Employee Stock Ownership Association. The restriction period is from 30 October 2026 to 31 July 2028.
Dilution Rate0.02% (of the total number of shares issued and total voting rights)
Total number of issued shares5,943,052 shares → Not disclosed
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Standard Market of the Tokyo Stock Exchange on 19 August 2026 was ¥2,327. This represented a premium of 1.09% to the one-month average of ¥2,302, 5.29% to the three-month average of ¥2,210, and 1.79% to the six-month average of ¥2,286.
Transfer restriction periodFrom 30 October 2026 to 31 July 2028
Conditions for lifting transfer restrictionsFor the restricted stock (RS), the employee must remain a member of the Employee Stock Ownership Association throughout the restriction period. If the employee leaves the association upon retirement, death, promotion to an officer position, or for another reason deemed valid by the Company, the restrictions will be lifted in proportion to the number of months enrolled. For the performance shares (PS), the employee must remain a member of the Employee Stock Ownership Association throughout the restriction period, excluding senior employees, and the operating profit target for the fiscal year ending May 2028 must be achieved.
Reason for acquisition without considerationImmediately after the restriction period expires or the restrictions are lifted, the Company will automatically acquire without consideration any shares subject to this allotment for which the restrictions have not been lifted.
Categories and Number of Persons CoveredUp to 33 employees of the Company's group. The RS is for employees who join the Company, and the PS is for employees newly appointed to management positions. The number of shares allocated to each category is Not disclosed.
Total Stock-Based CompensationMonetary claims to be paid as a special incentive. The total amount is ¥3,304,340 (maximum).
Procedures under the Corporate Code of ConductBecause the dilution is less than 25% and the transaction does not involve a change in the controlling shareholder, it is not necessary to obtain an opinion from an independent third party or conduct procedures to confirm shareholders' intentions. The Audit and Supervisory Committee, comprising 4 outside directors, expressed the opinion that the determination that the disposal price does not constitute a particularly favorable disposal price was lawful.
Most recent equity financingTiming 2025 / Type Grant of similar restricted stock / Amount Not disclosed
Impact on Business PerformanceFor the PS, achievement of the operating profit target for the fiscal year ending May 2028 is a condition for lifting the transfer restrictions. The monetary impact on performance is Not disclosed.
Items this document does not state (10)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioMajor 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 employees with an incentive to achieve sustained growth in corporate value and the targets of the medium-term management plan, promote value sharing between employees and shareholders, encourage enrollment in the Employee Stock Ownership Association, and support employees in building personal assets.

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 Disposal of Treasury Shares Through a Third-Party Allotment for the Grant of Restricted Shares Through the Employee Stock Ownership Plan | Niitaka Co., Ltd. (4465) timely disclosure | Komori