Worth reading
45Recurring
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
383200
SharesWording
Definitive
How definitive the wording is.Details of issuance or disposal
Disposal of treasury shares as restricted stock compensation
Who receives how much383,200Shares
383,200 shares of the Company's common stock (treasury shares)
The Company's directors (including 5 outside directors)11 / 77,200 shares
The Company's executive officers8 independent officers / 30,300 shares
Directors of the Company's subsidiaries (including 7 people who also serve as directors or executive officers of the Company, excluding outside directors of the Company's subsidiaries)15 / 168,300 shares
Executive officers and fellows of the Company's subsidiaries (including 6 people who also serve as executive officers of the Company)28 / 107,400 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.
¥3,333 per share
Total issue value
¥1,277,205,600
Amount of funds to be raised
Total payment amount: ¥1,277,205,600; estimated net proceeds: not disclosed
Total Stock-Based Compensation
Total monetary compensation receivables: ¥1,277,205,600. The total annual compensation, etc. for the Company's directors is capped at ¥11 billion, including a cap of ¥1 billion for outside directors.
発行済株式総数
No increase, as this is a disposal of treasury shares
Not applicable because 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
From 24 July 2026 until the date on which the recipient ceases to hold any of the covered positions
Conditions for lifting transfer restrictions
Provided that the recipient continuously holds one of the covered positions through the date of the latest annual general meeting of shareholders of the relevant company to be held after the start of the restriction period, all of the allocated shares held at the end of the period will be released from the transfer restrictions. In the event of retirement or resignation for a valid reason, the restrictions will be lifted in proportion to the number of months from July 2026 through the month that includes the retirement or resignation date, divided by 12.
Reason for acquisition without consideration
If, without a valid reason, the recipient retires or resigns from all covered positions before the day preceding the date of the latest annual general meeting of shareholders of the relevant company to be held after the start of the restriction period, all of the allocated shares will be acquired without consideration. Shares for which the transfer restrictions have not been lifted at the end of the period will also be acquired without consideration. In the event of a corporate reorganization or similar transaction, shares whose restrictions have not been lifted will likewise be acquired without consideration.
Categories and Number of Persons Covered
Category The Company's directors / Number of Employees 11 / Number of allocated shares 77,200 shares, Category The Company's executive officers / Number of Employees 8 independent officers / Number of allocated shares 30,300 shares, Category Directors of subsidiaries of the Company / Number of Employees 15 / Number of allocated shares 168,300 shares, Category Executive officers and fellows of the Company's subsidiaries / Number of Employees 28 / Number of allocated shares 107,400 shares
Intended allottee's holding policy
During the restriction period, the shares may not be transferred to third parties, pledged, used to create a transfer security interest, gifted during the holder's lifetime, bequeathed or otherwise disposed of. Until the transfer restrictions are lifted, the shares will be held and maintained in a designated account at SMBC Nikko Securities Inc.
Payment date
24 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange on 24 June 2026, which was 2 business days before the date of the Board of Directors' resolution, was ¥3,333. No discount or premium was stated.
Procedures under the Corporate Code of Conduct
At the 128th Annual General Meeting of Shareholders held on 27 June 2024, approval was obtained for the introduction of this plan and for the total compensation amount, number of shares to be granted and other matters.
Impact on Business Performance
No information was provided regarding the impact on financial results.
| Item | Details |
|---|---|
| Type of issuance or disposal | Disposal of treasury shares as restricted stock compensation |
| Number of shares to be issued or disposed of | 383,200 shares of the Company's common stock (treasury shares) |
| Issue price and disposal price | ¥3,333 per share |
| Total issue value | ¥1,277,205,600 |
| Amount of funds to be raised | Total payment amount: ¥1,277,205,600; estimated net proceeds: not disclosed |
| Payment date | 24 July 2026 |
| Intended allottee | Name The Company's directors (including 5 outside directors) / Number of Employees 11 / Number of Shares 77,200 shares, Name The Company's executive officers / Number of Employees 8 independent officers / Number of Shares 30,300 shares, Name Directors of the Company's subsidiaries (including 7 people who also serve as directors or executive officers of the Company, excluding outside directors of the Company's subsidiaries) / Number of Employees 15 / Number of Shares 168,300 shares, Name Executive officers and fellows of the Company's subsidiaries (including 6 people who also serve as executive officers of the Company) / Number of Employees 28 / Number of Shares 107,400 shares |
| Intended allottee's holding policy | During the restriction period, the shares may not be transferred to third parties, pledged, used to create a transfer security interest, gifted during the holder's lifetime, bequeathed or otherwise disposed of. Until the transfer restrictions are lifted, the shares will be held and maintained in a designated account at SMBC Nikko Securities Inc. |
| Dilution Rate | Not applicable because this is a disposal of treasury shares and the total number of issued shares will not increase |
| Total number of issued shares | No increase, as this is a disposal of treasury shares |
| Basis for determining the amount to be paid | The closing price of the Company's common stock on the Tokyo Stock Exchange on 24 June 2026, which was 2 business days before the date of the Board of Directors' resolution, was ¥3,333. No discount or premium was stated. |
| Transfer restriction period | From 24 July 2026 until the date on which the recipient ceases to hold any of the covered positions |
| Conditions for lifting transfer restrictions | Provided that the recipient continuously holds one of the covered positions through the date of the latest annual general meeting of shareholders of the relevant company to be held after the start of the restriction period, all of the allocated shares held at the end of the period will be released from the transfer restrictions. In the event of retirement or resignation for a valid reason, the restrictions will be lifted in proportion to the number of months from July 2026 through the month that includes the retirement or resignation date, divided by 12. |
| Reason for acquisition without consideration | If, without a valid reason, the recipient retires or resigns from all covered positions before the day preceding the date of the latest annual general meeting of shareholders of the relevant company to be held after the start of the restriction period, all of the allocated shares will be acquired without consideration. Shares for which the transfer restrictions have not been lifted at the end of the period will also be acquired without consideration. In the event of a corporate reorganization or similar transaction, shares whose restrictions have not been lifted will likewise be acquired without consideration. |
| Categories and Number of Persons Covered | Category The Company's directors / Number of Employees 11 / Number of allocated shares 77,200 shares, Category The Company's executive officers / Number of Employees 8 independent officers / Number of allocated shares 30,300 shares, Category Directors of subsidiaries of the Company / Number of Employees 15 / Number of allocated shares 168,300 shares, Category Executive officers and fellows of the Company's subsidiaries / Number of Employees 28 / Number of allocated shares 107,400 shares |
| Total Stock-Based Compensation | Total monetary compensation receivables: ¥1,277,205,600. The total annual compensation, etc. for the Company's directors is capped at ¥11 billion, including a cap of ¥1 billion for outside directors. |
| Procedures under the Corporate Code of Conduct | At the 128th Annual General Meeting of Shareholders held on 27 June 2024, approval was obtained for the introduction of this plan and for the total compensation amount, number of shares to be granted and other matters. |
| Impact on Business Performance | No information was provided regarding the impact on financial results. |
Items this document does not state (10)
Estimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioMost 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 foster a sense of unity across the Group by providing common stock-based compensation to directors residing in Japan and overseas, and to increase the recipients' awareness of their contribution to improving performance over the medium to long term and enhancing corporate value.
How to read this page
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