Komori
Share Issuance and Disposal4826Computer Institute of Japan, Ltd.Information and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 42,000 treasury shares without consideration as restricted stock compensation for 4 directors. The transfer restriction period runs from 2 November 2026 until the end of the directors’ terms of office and will be lifted if the prescribed service conditions are met.

Worth reading
38Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Neutral
Direction inferred from the company’s description.
Scale
42000
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much42,000Shares

42,000 shares of the Company's common stock (treasury shares)

4 directors of the Company42,000 shares

The lower thin line represents the existing number of shares to which these shares will be added.

¥543 per share
Total issue value

¥22,806,000

Amount of funds to be raised
No payment or other contribution is required. Approximate net proceeds: not applicable
Total Stock-Based Compensation
¥22,806,000 (fair value of the common shares)
発行済株式総数

No increase

As this is a disposal of treasury shares, 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
From 2 November 2026, the allotment date, until the end of the terms of office of the Company’s directors
Conditions for lifting transfer restrictions
Provided that the recipient continuously holds the position of director of the recipient company throughout the service period, the transfer restriction will be lifted for all of the shares allotted under this plan when the transfer restriction period expires. If the recipient’s term ends due to death or another legitimate reason, the restriction will be lifted in part according to the prescribed calculation method.
Reason for acquisition without consideration
The Company will automatically acquire without consideration any allocated shares for which the transfer restrictions have not been released as of the expiration of the transfer restriction period or the date on which the transfer restrictions are released.
Stock Split Ratio1 April 2022: 1.2 shares per share; 1 April 2023: 2 shares per share; 1 April 2024: 1.5 shares per share (disclosure concerning adjustments to past compensation limits)
Categories and Number of Persons Covered
4 directors of the Company, 42,000 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged, or otherwise disposed of. The transfer restriction period runs from 2 November 2026 until the end of the terms of office of the Company’s directors.
Payment date
No payment or other contribution is required. Allotment date: 2 November 2026
Basis for determining the amount to be paid
The closing price of the Company’s common stock on the Tokyo Stock Exchange Prime Market on 28 September 2026, the business day before the date of the Board of Directors’ resolution, was ¥543. No discount or premium rate was disclosed.
Procedures under the Corporate Code of Conduct
At the 46th Annual General Meeting of Shareholders held on 16 September 2021, the establishment of a remuneration limit for the grant of restricted stock was approved.
Impact on Business Performance
No specific impact of this disposal of treasury shares on business performance was stated.
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 of42,000 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥543 per share
Total issue value¥22,806,000
Amount of funds to be raisedNo payment or other contribution is required. Approximate net proceeds: not applicable
Payment dateNo payment or other contribution is required. Allotment date: 2 November 2026
Intended allotteeName 4 directors of the Company / Number of Shares 42,000 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged, or otherwise disposed of. The transfer restriction period runs from 2 November 2026 until the end of the terms of office of the Company’s directors.
Dilution RateAs this is a disposal of treasury shares, the total number of issued shares will not increase
Total number of issued sharesNo increase
Basis for determining the amount to be paidThe closing price of the Company’s common stock on the Tokyo Stock Exchange Prime Market on 28 September 2026, the business day before the date of the Board of Directors’ resolution, was ¥543. No discount or premium rate was disclosed.
Transfer restriction periodFrom 2 November 2026, the allotment date, until the end of the terms of office of the Company’s directors
Conditions for lifting transfer restrictionsProvided that the recipient continuously holds the position of director of the recipient company throughout the service period, the transfer restriction will be lifted for all of the shares allotted under this plan when the transfer restriction period expires. If the recipient’s term ends due to death or another legitimate reason, the restriction will be lifted in part according to the prescribed calculation method.
Reason for acquisition without considerationThe Company will automatically acquire without consideration any allocated shares for which the transfer restrictions have not been released as of the expiration of the transfer restriction period or the date on which the transfer restrictions are released.
Categories and Number of Persons Covered4 directors of the Company, 42,000 shares
Total Stock-Based Compensation¥22,806,000 (fair value of the common shares)
Stock Split Ratio1 April 2022: 1.2 shares per share; 1 April 2023: 2 shares per share; 1 April 2024: 1.5 shares per share (disclosure concerning adjustments to past compensation limits)
Procedures under the Corporate Code of ConductAt the 46th Annual General Meeting of Shareholders held on 16 September 2021, the establishment of a remuneration limit for the grant of restricted stock was approved.
Impact on Business PerformanceNo specific impact of this disposal of treasury shares on business performance was stated.
Items this document does not state (9)
Estimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentMost recent equity financingMajor shareholders after the offering

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 an incentive for the sustained enhancement of the Group’s corporate value, increase medium- to long-term motivation, and promote value sharing with shareholders. The purpose of the plan, the Company’s business performance, the scope of each recipient’s responsibilities, and other relevant factors were also taken into consideration.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Computer Institute of Japan, Ltd. (4826) timely disclosure | Komori