Komori
Share Issuance and Disposal4478freee K.K.Information and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Shares and the Disposal of Treasury Shares under the Performance-Linked Share Compensation Plan

The company resolved to dispose of a total of 96,968 treasury shares it holds to its officers, employees and others as restricted stock compensation and performance-linked stock compensation. The payment date is 28 October 2026. As the compensation claims will be contributed in kind, this does not constitute substantive financing for the company.

Worth reading
41Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
96968
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation and performance-linked stock compensation

Who receives how much

This treasury share disposal 1 74,841 common shares / This treasury share disposal 2 11,649 common shares / This treasury share disposal 3 10,478 common shares / Total 96,968 common shares

Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors)2 / 8,288 shares (this treasury share disposal ①), 7,858 shares (this treasury share disposal ③)
Directors of the Company who are Audit and Supervisory Committee members3 / 2,487 shares
Officers and employees of the company and its subsidiaries other than those listed above6 / 64,066 shares
Employees of the Company3 / 11,649 shares
Officers and employees of the company other than those listed above1 / 2,620 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.

¥3,620 per share
Total issue value

This treasury share disposal 1 ¥270,924,420 / This treasury share disposal 2 ¥42,169,380 / This treasury share disposal 3 ¥37,930,360 / Total ¥351,024,160

Total Stock-Based Compensation
Restricted Stock Compensation ¥270,924,420 and ¥42,169,380 / Performance-linked share compensation ¥37,930,360
発行済株式総数

Will not increase because the transaction is a disposal of treasury shares

Not applicable, as this is a disposal of treasury shares and the total number of issued shares will not increase

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
For this treasury share disposal ① and ②, a period specified by the company's Board of Directors. For the shares allocated to directors in this treasury share disposal ③, 3 years. Under the performance-linked stock compensation plan, in principle, until the date on which 3 years have elapsed from the end of the performance evaluation period.
Conditions for lifting transfer restrictions
The transfer restrictions will be lifted upon expiry of the restriction period, provided that the recipient has continuously remained an officer or employee, or held another prescribed position, of the company or one of its subsidiaries during the restriction period. In the event of a reorganization or similar transaction, the transfer restrictions on a number of shares reasonably calculated by resolution of the Board of Directors may be lifted.
Reason for acquisition without consideration
The company will automatically acquire without consideration any allotted shares that remain subject to transfer restrictions when the restricted period expires.
Offering structure
Underwriter / lead underwriter
Not applicable (treasury share disposal through an in-kind contribution of compensation claims)
Categories and Number of Persons Covered
Category Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 2 / Number of allocated shares 8,288 shares (this treasury share disposal ①), 7,858 shares (this treasury share disposal ③), Category Directors of the Company who are Audit and Supervisory Committee members / Number of Employees 3 / Number of allocated shares 2,487 shares, Category Officers and employees of the company and its subsidiaries / Number of Employees 6 / Number of allocated shares 64,066 shares, Category Employees of the Company / Number of Employees 3 / Number of allocated shares 11,649 shares, Category Officers and employees of the company / Number of Employees 1 / Number of allocated shares 2,620 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged, or otherwise disposed of.
Payment date
28 October 2026
Basis for determining the amount to be paid
The closing price of the company's common shares on the Tokyo Stock Exchange on 28 September 2026, the business day preceding the date of the Board of Directors' resolution. No discount or premium.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares as restricted stock compensation and performance-linked stock compensation
Number of shares to be issued or disposed ofThis treasury share disposal 1 74,841 common shares / This treasury share disposal 2 11,649 common shares / This treasury share disposal 3 10,478 common shares / Total 96,968 common shares
Issue price and disposal price¥3,620 per share
Total issue valueThis treasury share disposal 1 ¥270,924,420 / This treasury share disposal 2 ¥42,169,380 / This treasury share disposal 3 ¥37,930,360 / Total ¥351,024,160
Payment date28 October 2026
Intended allotteeCategory Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 2 / Number of Shares 8,288 shares (this treasury share disposal ①), 7,858 shares (this treasury share disposal ③), Category Directors of the Company who are Audit and Supervisory Committee members / Number of Employees 3 / Number of Shares 2,487 shares, Category Officers and employees of the company and its subsidiaries other than those listed above / Number of Employees 6 / Number of Shares 64,066 shares, Category Employees of the Company / Number of Employees 3 / Number of Shares 11,649 shares, Category Officers and employees of the company other than those listed above / Number of Employees 1 / Number of Shares 2,620 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged, or otherwise disposed of.
Dilution RateNot applicable, as this is a disposal of treasury shares and the total number of issued shares will not increase
Total number of issued sharesWill not increase because the transaction is a disposal of treasury shares
Basis for determining the amount to be paidThe closing price of the company's common shares on the Tokyo Stock Exchange on 28 September 2026, the business day preceding the date of the Board of Directors' resolution. No discount or premium.
Transfer restriction periodFor this treasury share disposal ① and ②, a period specified by the company's Board of Directors. For the shares allocated to directors in this treasury share disposal ③, 3 years. Under the performance-linked stock compensation plan, in principle, until the date on which 3 years have elapsed from the end of the performance evaluation period.
Conditions for lifting transfer restrictionsThe transfer restrictions will be lifted upon expiry of the restriction period, provided that the recipient has continuously remained an officer or employee, or held another prescribed position, of the company or one of its subsidiaries during the restriction period. In the event of a reorganization or similar transaction, the transfer restrictions on a number of shares reasonably calculated by resolution of the Board of Directors may be lifted.
Reason for acquisition without considerationThe company will automatically acquire without consideration any allotted shares that remain subject to transfer restrictions when the restricted period expires.
Categories and Number of Persons CoveredCategory Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 2 / Number of allocated shares 8,288 shares (this treasury share disposal ①), 7,858 shares (this treasury share disposal ③), Category Directors of the Company who are Audit and Supervisory Committee members / Number of Employees 3 / Number of allocated shares 2,487 shares, Category Officers and employees of the company and its subsidiaries / Number of Employees 6 / Number of allocated shares 64,066 shares, Category Employees of the Company / Number of Employees 3 / Number of allocated shares 11,649 shares, Category Officers and employees of the company / Number of Employees 1 / Number of allocated shares 2,620 shares
Total Stock-Based CompensationRestricted Stock Compensation ¥270,924,420 and ¥42,169,380 / Performance-linked share compensation ¥37,930,360
Underwriter / lead underwriterNot applicable (treasury share disposal through an in-kind contribution of compensation claims)
Items this document does not state (12)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsOverallotmentStock Split RatioProcedures under the Corporate Code of ConductMost 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 achieve sustained growth in corporate value, share value with shareholders, provide incentives to prevent impairment of corporate value and maintain trust, and promote medium- to long-term, continuous service. The performance-linked stock compensation is also intended to provide incentives based on the achievement of performance targets.

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Notice Concerning the Disposal of Treasury Shares as Restricted Shares and the Disposal of Treasury Shares under the Performance-Linked Share Compensation Plan | freee K.K. (4478) timely disclosure | Komori