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Share Issuance and Disposal4718WASEDA ACADEMY CO.,LTD.Information and Communications, Services and Others

Notice Regarding the Disposal of Treasury Shares as Stock-Based Compensation for Officers and Employees

The Company resolved to dispose of 90,000 treasury shares to trust accounts in connection with the extension of the terms of the Executive Compensation BIP Trust and the Stock Grant ESOP Trust. The shares disposed of will subsequently be delivered to eligible directors and other officers and employees.

Worth reading
52Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
90000
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as stock-based compensation for officers and employees

Who receives how much90,000Shares

90,000 shares of common stock held as treasury shares

The Master Trust Bank of Japan, Ltd. (Executive Compensation BIP Trust Account)43,000 shares
The Master Trust Bank of Japan, Ltd. (ESOP Trust Account for Share Grants)47,000 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.

¥2,568 per share
Amount of funds to be raised

Total payment amount: ¥231,120,000; estimated net proceeds: Not disclosed

発行済株式総数

0.47% of the total number of issued shares and 0.49% of the 185,478 total voting rights 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.

Categories and Number of Persons Covered
Directors, excluding directors who are Audit and Supervisory Committee members, outside directors and non-residents of Japan, and employees, excluding non-residents of Japan. The number of recipients and the number of shares allocated by category are Not disclosed
Intended allottee's holding policy
The Company's shares allocated through this disposal of treasury shares will be delivered to directors and other eligible personnel in accordance with the share delivery rules. The shares are not expected to enter the stock market all at once.
Payment date
20 August 2026
Basis for determining the amount to be paid
The closing price of the Company's shares on the Tokyo Stock Exchange on 30 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,568. No discount or premium applies.
Procedures under the Corporate Code of Conduct
As the dilution ratio is less than 25% and there will be no change in the controlling shareholder, obtaining an opinion from an independent third party and conducting procedures to confirm shareholders' intentions are not required.
Most recent equity financing
Timing 25 May 2017 / Type Introduction of a Performance-Linked Stock Compensation Scheme for Officers / Amount Not disclosed, Timing 1 March 2021 / Type Introduction of a Performance-Linked Share Grant Scheme for Employees / Amount Not disclosed, Timing 15 May 2026 / Type Continuation and partial revision of the performance-linked stock compensation plan for directors and other officers / Amount Not disclosed
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares as stock-based compensation for officers and employees
Number of shares to be issued or disposed of90,000 shares of common stock held as treasury shares
Issue price and disposal price¥2,568 per share
Amount of funds to be raisedTotal payment amount: ¥231,120,000; estimated net proceeds: Not disclosed
Payment date20 August 2026
Intended allotteeName The Master Trust Bank of Japan, Ltd. (Executive Compensation BIP Trust Account) / Number of Shares 43,000 shares, Name The Master Trust Bank of Japan, Ltd. (ESOP Trust Account for Share Grants) / Number of Shares 47,000 shares
Intended allottee's holding policyThe Company's shares allocated through this disposal of treasury shares will be delivered to directors and other eligible personnel in accordance with the share delivery rules. The shares are not expected to enter the stock market all at once.
Dilution Rate0.47% of the total number of issued shares and 0.49% of the 185,478 total voting rights as of 31 March 2026
Basis for determining the amount to be paidThe closing price of the Company's shares on the Tokyo Stock Exchange on 30 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥2,568. No discount or premium applies.
Categories and Number of Persons CoveredDirectors, excluding directors who are Audit and Supervisory Committee members, outside directors and non-residents of Japan, and employees, excluding non-residents of Japan. The number of recipients and the number of shares allocated by category are Not disclosed
Procedures under the Corporate Code of ConductAs the dilution ratio is less than 25% and there will be no change in the controlling shareholder, obtaining an opinion from an independent third party and conducting procedures to confirm shareholders' intentions are not required.
Most recent equity financingTiming 25 May 2017 / Type Introduction of a Performance-Linked Stock Compensation Scheme for Officers / Amount Not disclosed, Timing 1 March 2021 / Type Introduction of a Performance-Linked Share Grant Scheme for Employees / Amount Not disclosed, Timing 15 May 2026 / Type Continuation and partial revision of the performance-linked stock compensation plan for directors and other officers / Amount Not disclosed
Items this document does not state (16)
Total issue valueEstimated issuance expensesSpecific use of fundsTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsTransfer restriction periodConditions for lifting transfer restrictionsReason for acquisition without considerationTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentStock Split RatioMajor 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 further enhance the motivation of directors and other eligible personnel to contribute to the Company's sustained improvement in performance and growth in corporate value over the medium to long term.

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Notice Regarding the Disposal of Treasury Shares as Stock-Based Compensation for Officers and Employees | WASEDA ACADEMY CO.,LTD. (4718) timely disclosure | Komori