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Share Issuance and Disposal5186Nitta CorporationAutomobiles and transportation equipment

Notice Regarding the Disposal of Treasury Shares as Restricted Stock Compensation for Executive Officers

The Company resolved to dispose of 6,699 treasury shares as restricted stock compensation for 7 executive officers, with monetary compensation receivables contributed in kind. In principle, the shares may not be transferred until the relevant officer resigns or retires from the position of director, executive officer or other applicable position.

Worth reading
42Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
6699
Shares
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much6,699Shares

6,699 common shares of the Company (treasury shares)

7 executive officers, 6,699 shares

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

¥4,545 per share
Total issue value

¥30,446,955

Amount of funds to be raised
Total payment amount: ¥30,446,955; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation receivables: ¥30,446,955
発行済株式総数

The total number of issued shares will not increase because this is a disposal of treasury shares.

As this is a disposal of treasury shares and the total number of shares issued will not increase, there will be no dilution.

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 28 April 2026 until the date on which the relevant officer resigns or retires from any of the applicable positions
Conditions for lifting transfer restrictions
Provided that the relevant officer remains continuously in the applicable position from 28 April 2026 through 31 March 2027, all of the shares allotted under this arrangement will be released from the transfer restrictions upon expiration of the transfer restriction period. If the relevant officer loses the applicable position due to expiration of the term of office, death or any other reason deemed legitimate by the Company’s Board of Directors, the transfer restrictions will be released for the number of shares corresponding to the months in office.
Reason for acquisition without consideration
Upon expiration of the transfer restriction period, the Company will automatically acquire without consideration any shares allotted here whose transfer restrictions have not been lifted.
Categories and Number of Persons Covered
7 executive officers, 6,699 shares
Intended allottee's holding policy
From 28 April 2026 until the date on which the relevant officer resigns or retires from any of the positions of director, executive officer or officer as defined under the Corporate Tax Act of the Company, transfers, creation of security interests and other dispositions are prohibited.
Payment date
28 April 2026
Basis for determining the amount to be paid
The closing price of the Company’s common shares on the Tokyo Stock Exchange on 2 April 2026, the business day preceding the date of the Board of Directors’ resolution, was ¥4,545. Discount rate/premium rate: Not 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 of6,699 common shares of the Company (treasury shares)
Issue price and disposal price¥4,545 per share
Total issue value¥30,446,955
Amount of funds to be raisedTotal payment amount: ¥30,446,955; estimated net proceeds: Not disclosed
Payment date28 April 2026
Intended allottee7 executive officers, 6,699 shares
Intended allottee's holding policyFrom 28 April 2026 until the date on which the relevant officer resigns or retires from any of the positions of director, executive officer or officer as defined under the Corporate Tax Act of the Company, transfers, creation of security interests and other dispositions are prohibited.
Dilution RateAs this is a disposal of treasury shares and the total number of shares issued will not increase, there will be no dilution.
Total number of issued sharesThe total number of issued shares will not increase because this is a disposal of treasury shares.
Basis for determining the amount to be paidThe closing price of the Company’s common shares on the Tokyo Stock Exchange on 2 April 2026, the business day preceding the date of the Board of Directors’ resolution, was ¥4,545. Discount rate/premium rate: Not disclosed.
Transfer restriction periodFrom 28 April 2026 until the date on which the relevant officer resigns or retires from any of the applicable positions
Conditions for lifting transfer restrictionsProvided that the relevant officer remains continuously in the applicable position from 28 April 2026 through 31 March 2027, all of the shares allotted under this arrangement will be released from the transfer restrictions upon expiration of the transfer restriction period. If the relevant officer loses the applicable position due to expiration of the term of office, death or any other reason deemed legitimate by the Company’s Board of Directors, the transfer restrictions will be released for the number of shares corresponding to the months in office.
Reason for acquisition without considerationUpon expiration of the transfer restriction period, the Company will automatically acquire without consideration any shares allotted here whose transfer restrictions have not been lifted.
Categories and Number of Persons Covered7 executive officers, 6,699 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥30,446,955
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock 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 provide executive officers with an incentive to achieve sustained, long-term growth in corporate and shareholder value and to promote value sharing with shareholders. The Company also considered its business performance, the scope of the relevant officers’ responsibilities and other relevant factors.

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Notice Regarding the Disposal of Treasury Shares as Restricted Stock Compensation for Executive Officers | Nitta Corporation (5186) timely disclosure | Komori