Komori
Share Issuance and Disposal4681RESORTTRUST,INC.Information and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of a total of 80,504 treasury shares as restricted stock compensation for 4 directors and 5 executive officers. The shares for directors will be granted for free, while those for executive officers will be issued through an in-kind contribution of monetary compensation receivables.

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Neutral
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Scale
0.04
% (percentage of total shares outstanding)
Wording
Definitive
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much

Directors 64,001 common shares / Executive officers 16,503 common shares / Total 80,504 common shares

4 directors (excluding directors who are Audit and Supervisory Committee members and outside directors)64,001 shares
5 executive officers16,503 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.

¥1,725.5 per share
Total issue value

Directors ¥110,433,725 / Executive officers ¥28,475,926 / Total ¥138,909,651

Amount of funds to be raised
No monetary payment or contribution of property is required for the directors' portion. For the executive officers' portion, monetary compensation receivables totaling ¥28,475,926 will be contributed in kind. The approximate net proceeds are Not disclosed
Total Stock-Based Compensation
Monetary compensation receivables totaling ¥28,475,926 for executive officers. The amount of monetary compensation receivables for directors is Not applicable
発行済株式総数

0.04% (percentage of total shares outstanding as of 31 March 2026)

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 24 July 2026 until the date on which each of the Company's directors and executive officers retires
Conditions for lifting transfer restrictions
The transfer restrictions will be fully lifted upon retirement, provided that the recipient has continuously held the position of either director or executive officer of the Company during the service provision period from the date of the annual general meeting of shareholders immediately preceding 24 July 2026 through the date of the following year's annual general meeting of shareholders. If the recipient retires due to death or another reason deemed justifiable by the Company, the restrictions will be lifted for the number of shares corresponding to the recipient's months of service.
Reason for acquisition without consideration
At the expiration of the transfer restriction period, the Company will automatically acquire without consideration any of the allotted shares for which the transfer restrictions have not been lifted.
Stock Split Ratio2 shares for each share, effective 1 April 2025 (disclosure concerning the adjustment of the historical plan limit)
Categories and Number of Persons Covered
Category Directors / Number of Employees 4 / Number of allocated shares 64,001 shares, Category Executive officers / Number of Employees 5 / Number of allocated shares 16,503 shares
Intended allottee's holding policy
From 24 July 2026 until the date on which each of the Company's directors and executive officers retires, the shares may not be transferred, pledged, or otherwise disposed of.
Payment date
24 July 2026 (the allotment date for directors, and the payment date and property contribution date for executive officers)
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 24 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,725.5. The discount rate and premium rate are Not disclosed
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares as restricted stock compensation
Number of shares to be issued or disposed ofDirectors 64,001 common shares / Executive officers 16,503 common shares / Total 80,504 common shares
Issue price and disposal price¥1,725.5 per share
Total issue valueDirectors ¥110,433,725 / Executive officers ¥28,475,926 / Total ¥138,909,651
Amount of funds to be raisedNo monetary payment or contribution of property is required for the directors' portion. For the executive officers' portion, monetary compensation receivables totaling ¥28,475,926 will be contributed in kind. The approximate net proceeds are Not disclosed
Payment date24 July 2026 (the allotment date for directors, and the payment date and property contribution date for executive officers)
Intended allotteeCategory 4 directors (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Shares 64,001 shares, Category 5 executive officers / Number of Shares 16,503 shares
Intended allottee's holding policyFrom 24 July 2026 until the date on which each of the Company's directors and executive officers retires, the shares may not be transferred, pledged, or otherwise disposed of.
Dilution Rate0.04% (percentage of total shares outstanding as of 31 March 2026)
Total number of issued sharesAs this is a disposal of treasury shares, the total number of shares outstanding will not increase. The specific numbers of shares before and after the disposal are Not disclosed
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 24 June 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,725.5. The discount rate and premium rate are Not disclosed
Transfer restriction periodFrom 24 July 2026 until the date on which each of the Company's directors and executive officers retires
Conditions for lifting transfer restrictionsThe transfer restrictions will be fully lifted upon retirement, provided that the recipient has continuously held the position of either director or executive officer of the Company during the service provision period from the date of the annual general meeting of shareholders immediately preceding 24 July 2026 through the date of the following year's annual general meeting of shareholders. If the recipient retires due to death or another reason deemed justifiable by the Company, the restrictions will be lifted for the number of shares corresponding to the recipient's months of service.
Reason for acquisition without considerationAt the expiration of the transfer restriction period, the Company will automatically acquire without consideration any of the allotted shares for which the transfer restrictions have not been lifted.
Categories and Number of Persons CoveredCategory Directors / Number of Employees 4 / Number of allocated shares 64,001 shares, Category Executive officers / Number of Employees 5 / Number of allocated shares 16,503 shares
Total Stock-Based CompensationMonetary compensation receivables totaling ¥28,475,926 for executive officers. The amount of monetary compensation receivables for directors is Not applicable
Stock Split Ratio2 shares for each share, effective 1 April 2025 (disclosure concerning the adjustment of the historical plan limit)
Items this document does not state (11)
Estimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentProcedures 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.

To provide incentives for the sustainable enhancement of the Company's corporate value and shareholder value over the medium to long term, and to promote value sharing with shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | RESORTTRUST,INC. (4681) timely disclosure | Komori