Worth reading
41Recurring
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
4140
SharesWording
Definitive
How definitive the wording is.Details of issuance or disposal
Disposal of treasury shares as restricted stock compensation
Who receives how much
4,140 treasury shares (1,242 service-based shares and 2,898 performance-based shares)
5 directors of the Company, excluding outside directors4,140 shares
The lower thin line represents the existing number of shares to which these shares will be added.
¥24,150 per share
Total issue value
¥99,981,000
Amount of funds to be raised
Total payment amount: Not applicable, as no cash payment or contribution of property in kind is required; estimated net proceeds: Not applicable
Total Stock-Based Compensation
Service-based shares: up to ¥30,000 thousand per year; performance-based shares: up to ¥70,000 thousand per year; total: up to ¥100,000 thousand per year
発行済株式総数
The total number of issued shares will not increase because this is a disposal of treasury shares.
Not stated (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
From 7 August 2026 until the later of the time immediately following the eligible director’s departure from the position of director of the Company or the arrival of 1 July 2027
Conditions for lifting transfer restrictions
For the service-based shares, the eligible director must continuously hold the position of director of the Company from 26 June 2026 until immediately before the conclusion of the first annual general meeting of shareholders held thereafter. For the performance-based shares, in addition to holding the position throughout the same period, the Company must achieve consolidated operating income of at least ¥20 billion for the 99th fiscal year (fiscal year ending March 2027).
Reason for acquisition without consideration
The Company will acquire without consideration any shares for which the transfer restrictions are not released upon expiry of the transfer restriction period or at other applicable times, any shares subject to the restrictions when the eligible director retires due to death, and any unreleased performance-based shares when the performance target is not achieved, among others.
Categories and Number of Persons Covered
5 directors of the Company (excluding outside directors), totaling 4,140 shares (1,242 service-based shares and 2,898 performance-based shares)
Intended allottee's holding policy
During the restricted transfer period, recipients are prohibited from transferring the shares to third parties, creating security interests over them or otherwise disposing of them in any manner.
Payment date
Not applicable, as no cash payment or contribution of property in kind is required
Basis for determining the amount to be paid
The closing price of the Company’s common shares on the Tokyo Stock Exchange Standard Market on 7 July 2026, ¥24,150. No discount or premium applies.
Procedures under the Corporate Code of Conduct
The terms of the restricted stock compensation plan were approved at the 95th Annual General Meeting of Shareholders held on 29 June 2023. This grant was resolved by the Board of Directors following deliberation by the Nomination and Compensation Committee.
Impact on Business Performance
Not disclosed
| Item | Details |
|---|---|
| Type of issuance or disposal | Disposal of treasury shares as restricted stock compensation |
| Number of shares to be issued or disposed of | 4,140 treasury shares (1,242 service-based shares and 2,898 performance-based shares) |
| Issue price and disposal price | ¥24,150 per share |
| Total issue value | ¥99,981,000 |
| Amount of funds to be raised | Total payment amount: Not applicable, as no cash payment or contribution of property in kind is required; estimated net proceeds: Not applicable |
| Payment date | Not applicable, as no cash payment or contribution of property in kind is required |
| Intended allottee | Name 5 directors of the Company, excluding outside directors / Number of Shares 4,140 shares |
| Intended allottee's holding policy | During the restricted transfer period, recipients are prohibited from transferring the shares to third parties, creating security interests over them or otherwise disposing of them in any manner. |
| Dilution Rate | Not stated (disposal of treasury shares) |
| Total number of issued shares | The total number of issued shares will not increase because this is a disposal of treasury shares. |
| Basis for determining the amount to be paid | The closing price of the Company’s common shares on the Tokyo Stock Exchange Standard Market on 7 July 2026, ¥24,150. No discount or premium applies. |
| Transfer restriction period | From 7 August 2026 until the later of the time immediately following the eligible director’s departure from the position of director of the Company or the arrival of 1 July 2027 |
| Conditions for lifting transfer restrictions | For the service-based shares, the eligible director must continuously hold the position of director of the Company from 26 June 2026 until immediately before the conclusion of the first annual general meeting of shareholders held thereafter. For the performance-based shares, in addition to holding the position throughout the same period, the Company must achieve consolidated operating income of at least ¥20 billion for the 99th fiscal year (fiscal year ending March 2027). |
| Reason for acquisition without consideration | The Company will acquire without consideration any shares for which the transfer restrictions are not released upon expiry of the transfer restriction period or at other applicable times, any shares subject to the restrictions when the eligible director retires due to death, and any unreleased performance-based shares when the performance target is not achieved, among others. |
| Categories and Number of Persons Covered | 5 directors of the Company (excluding outside directors), totaling 4,140 shares (1,242 service-based shares and 2,898 performance-based shares) |
| Total Stock-Based Compensation | Service-based shares: up to ¥30,000 thousand per year; performance-based shares: up to ¥70,000 thousand per year; total: up to ¥100,000 thousand per year |
| Procedures under the Corporate Code of Conduct | The terms of the restricted stock compensation plan were approved at the 95th Annual General Meeting of Shareholders held on 29 June 2023. This grant was resolved by the Board of Directors following deliberation by the Nomination and Compensation Committee. |
| Impact on Business Performance | Not disclosed |
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 strengthen directors’ incentives to enhance corporate value and promote value sharing with shareholders. This grant is being made, taking into consideration the purpose of the plan, the Company’s business performance and operating environment, and the responsibilities of each eligible director, with the aim of further increasing their motivation.
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