Details of issuance or disposal
Disposal of treasury shares as restricted stock through a third-party allotment
1,420 shares of the Company's common stock (maximum)
The lower thin line represents the existing number of shares to which these shares will be added.
¥3,304,340 (maximum)
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.
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.
| Item | Details |
|---|---|
| Type of issuance or disposal | Disposal of treasury shares as restricted stock through a third-party allotment |
| Number of shares to be issued or disposed of | 1,420 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 date | 30 October 2026 |
| Intended allottee | Name ニイタカ社員持株会 / Number of Shares 1,420 shares (maximum) |
| 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. |
| Dilution Rate | 0.02% (of the total number of shares issued and total voting rights) |
| Total number of issued shares | 5,943,052 shares → Not disclosed |
| 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. |
| 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. |
| Total Stock-Based Compensation | Monetary claims to be paid as a special incentive. The total amount is ¥3,304,340 (maximum). |
| 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. |
Items this document does not state (10)
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.