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Share Issuance and Disposal5184NICHIRIN CO.,LTD.Automobiles and transportation equipment

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Incentives for Managerial Employees

The Company resolved to dispose of 4,120 treasury shares as restricted stock to 67 managerial employees. The disposal price is ¥4,120 per share. As the shares will be contributed in kind in exchange for monetary compensation receivables, this does not constitute actual fundraising by the Company.

Worth reading
34Immaterial
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Direction
Neutral
Direction inferred from the company’s description.
Scale
4120
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposition of treasury shares as a restricted stock incentive

Who receives how much4,120Shares

4,120 shares of the Company's common stock (treasury shares)

67 of the Company's managerial employees (4,120 shares)

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

¥4,120 per share
Total issue value

¥16,974,400

Total Stock-Based Compensation
Total monetary compensation receivables: ¥16,974,400
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 10 December 2026 until the later of the date on which the recipient leaves employment with the Company and the date on which the annual securities report for the fiscal year including the payment date, or a semiannual report where applicable, is submitted.
Conditions for lifting transfer restrictions
If the recipient leaves employment with the Company upon reaching mandatory retirement age or for another legitimate reason, all of the allocated shares held at that time will have their transfer restrictions lifted. The treatment in the event of a corporate reorganization or other similar event is also stipulated.
Reason for acquisition without consideration
If the recipient commits a violation of laws or regulations during the transfer restriction period or falls under any other specified circumstance set out in the allocation agreement. Also, if any shares remain subject to transfer restrictions when the transfer restrictions are lifted, or if any shares remain subject to transfer restrictions after the restrictions are lifted in connection with a corporate reorganization or other similar event.
Offering structure
Underwriter / lead underwriter
Mizuho Securities Co., Ltd. (the provider of the designated account)
Categories and Number of Persons Covered
67 of the Company's managerial employees, 4,120 shares
Intended allottee's holding policy
All of the allocated shares will be held and maintained in a designated account until the transfer restrictions are lifted. The transfer restriction period will end on the later of the date on which the recipient leaves employment with the Company and the date on which the specified annual securities report or other applicable report is submitted.
Payment date
10 December 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange on 28 September 2026 was ¥4,120. No discount or premium.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposition of treasury shares as a restricted stock incentive
Number of shares to be issued or disposed of4,120 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥4,120 per share
Total issue value¥16,974,400
Payment date10 December 2026
Intended allottee67 of the Company's managerial employees (4,120 shares)
Intended allottee's holding policyAll of the allocated shares will be held and maintained in a designated account until the transfer restrictions are lifted. The transfer restriction period will end on the later of the date on which the recipient leaves employment with the Company and the date on which the specified annual securities report or other applicable report is submitted.
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange on 28 September 2026 was ¥4,120. No discount or premium.
Transfer restriction periodFrom 10 December 2026 until the later of the date on which the recipient leaves employment with the Company and the date on which the annual securities report for the fiscal year including the payment date, or a semiannual report where applicable, is submitted.
Conditions for lifting transfer restrictionsIf the recipient leaves employment with the Company upon reaching mandatory retirement age or for another legitimate reason, all of the allocated shares held at that time will have their transfer restrictions lifted. The treatment in the event of a corporate reorganization or other similar event is also stipulated.
Reason for acquisition without considerationIf the recipient commits a violation of laws or regulations during the transfer restriction period or falls under any other specified circumstance set out in the allocation agreement. Also, if any shares remain subject to transfer restrictions when the transfer restrictions are lifted, or if any shares remain subject to transfer restrictions after the restrictions are lifted in connection with a corporate reorganization or other similar event.
Categories and Number of Persons Covered67 of the Company's managerial employees, 4,120 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥16,974,400
Underwriter / lead underwriterMizuho Securities Co., Ltd. (the provider of the designated account)
Items this document does not state (14)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsOverallotmentStock Split RatioProcedures 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 assist managerial employees in building their assets, provide an incentive to sustainably increase corporate value, enhance their awareness of participating in management, encourage them to play a leading role in achieving the medium- and short-term plans, and promote value sharing with shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Incentives for Managerial Employees | NICHIRIN CO.,LTD. (5184) timely disclosure | Komori