Komori
Share Issuance and Disposal4825WEATHERNEWS INC.Information and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The company resolved to dispose of 36,600 treasury shares as restricted stock compensation to 37 directors, executive officers and employees. The total disposal value is ¥73,090,200, and the transfer restriction period is 50 years.

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Direction
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Scale
36600
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much36,600Shares

36,600 common shares of the company (treasury shares)

The Company's directors (limited to executive directors who are not outside directors)3 / 4,900 shares
The Company's executive officers (including those treated as executive officers)10 / 14,000 shares
Employees of the Company24 / 17,700 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.

¥1,997 per share
Total issue value

¥73,090,200

Amount of funds to be raised
Total payment amount: ¥73,090,200; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation claims: ¥73,090,200. Existing compensation framework: no more than ¥200 million per year.
発行済株式総数

As this is a disposal of treasury shares, the total number of issued shares will not increase

Not applicable (disposal of treasury shares)

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
5 October 2026 to 4 October 2076 (50 years)
Conditions for lifting transfer restrictions
The recipient must continuously hold the position of director, executive officer or employee of the company from 5 October 2026 until the date of the first annual general meeting of shareholders held thereafter. If the recipient resigns or retires for a valid reason, the restrictions will be partially lifted in proportion to the period of service.
Reason for acquisition without consideration
If the recipient leaves the position of director, executive officer or employee without a valid reason by the day before the first annual general meeting of shareholders held thereafter. If the restrictions have not been lifted when the transfer restriction period expires. If the recipient leaves the position of director, executive officer or employee in connection with a corporate reorganisation or similar event and the restrictions have not been lifted.
Stock Split Ratio2 shares for every 1 common share; effective date: 1 March 2026
Categories and Number of Persons Covered
3 directors, 4,900 shares, 10 executive officers (including those with executive officer status), 14,000 shares, 24 employees, 17,700 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred to a third party, pledged, used to create a security interest, gifted during the holder’s lifetime, bequeathed or otherwise disposed of. The transfer restriction period runs from 5 October 2026 to 4 October 2076.
Payment date
5 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 9 September 2026 was ¥1,997. No discount or premium rate was 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 of36,600 common shares of the company (treasury shares)
Issue price and disposal price¥1,997 per share
Total issue value¥73,090,200
Amount of funds to be raisedTotal payment amount: ¥73,090,200; estimated net proceeds: Not disclosed
Payment date5 October 2026
Intended allotteeCategory The Company's directors (limited to executive directors who are not outside directors) / Number of Employees 3 / Number of Shares 4,900 shares, Category The Company's executive officers (including those treated as executive officers) / Number of Employees 10 / Number of Shares 14,000 shares, Category Employees of the Company / Number of Employees 24 / Number of Shares 17,700 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred to a third party, pledged, used to create a security interest, gifted during the holder’s lifetime, bequeathed or otherwise disposed of. The transfer restriction period runs from 5 October 2026 to 4 October 2076.
Dilution RateNot applicable (disposal of treasury shares)
Total number of issued sharesAs this is a disposal of treasury shares, the total number of issued shares will not increase
Basis for determining the amount to be paidThe closing price of the company’s common shares on the Tokyo Stock Exchange on 9 September 2026 was ¥1,997. No discount or premium rate was disclosed.
Transfer restriction period5 October 2026 to 4 October 2076 (50 years)
Conditions for lifting transfer restrictionsThe recipient must continuously hold the position of director, executive officer or employee of the company from 5 October 2026 until the date of the first annual general meeting of shareholders held thereafter. If the recipient resigns or retires for a valid reason, the restrictions will be partially lifted in proportion to the period of service.
Reason for acquisition without considerationIf the recipient leaves the position of director, executive officer or employee without a valid reason by the day before the first annual general meeting of shareholders held thereafter. If the restrictions have not been lifted when the transfer restriction period expires. If the recipient leaves the position of director, executive officer or employee in connection with a corporate reorganisation or similar event and the restrictions have not been lifted.
Categories and Number of Persons Covered3 directors, 4,900 shares, 10 executive officers (including those with executive officer status), 14,000 shares, 24 employees, 17,700 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥73,090,200. Existing compensation framework: no more than ¥200 million per year.
Stock Split Ratio2 shares for every 1 common share; effective date: 1 March 2026
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 increase recipients’ motivation to contribute to a rise in the share price and the company’s medium- to long-term corporate value, and to share with shareholders the benefits and risks of share price fluctuations in light of improved governance.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | WEATHERNEWS INC. (4825) timely disclosure | Komori