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Share Issuance and Disposal5186Nitta CorporationAutomobiles and transportation equipment

Notice Concerning the Disposal of Treasury Shares as Restricted Stock to the Employee Stock Ownership Plan

The Company resolved to dispose of 43,500 treasury shares through a third-party allotment in order to grant restricted stock to eligible managerial employees through the ニッタ Employee Stock Ownership Association. The number of shares and total disposal amount may change after enrollment and consent have been confirmed.

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Direction
Neutral
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Scale
271005000
¥
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock (third-party allotment)

Who receives how much43,500Shares

43,500 shares of the Company's common stock (expected)

ニッタ Employee Stock Ownership Association: 43,500 shares

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

¥6,230 per share
Total issue value

¥271,005,000 (expected)

Total Stock-Based Compensation
Monetary claims totaling ¥271,005,000 as special incentive payments
発行済株式総数

0.15% of the total number of issued shares and 0.16% of the total number of voting rights

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 25 September 2026 until the date on which the recipient retires from the Company and all other companies specified in the allotment agreement (if the recipient is rehired after mandatory retirement, until the mandatory retirement date). The basic restriction period for the lifting conditions is five years from the payment date.
Conditions for lifting transfer restrictions
The restrictions will be lifted on the expiration date of the restriction period, provided that the recipient continuously holds the position of an employee in a managerial position or equivalent at the Company from 25 September 2026 through the date five years thereafter. The restrictions will also be lifted upon loss of the relevant position due to mandatory retirement, expiration of the contract term, death, transfer to an affiliated company, promotion to an officer position or other circumstances deemed valid by the Board of Directors. The restrictions will also be lifted if the recipient becomes a non-resident of Japan due to an overseas transfer or similar event.
Reason for acquisition without consideration
If the recipient withdraws from the Employee Stock Ownership Association during the restriction period, except in connection with retirement, or falls under any other prescribed event under the allotment agreement, including a violation of laws or regulations, and if the restrictions have not been lifted when the restriction period expires or at another applicable time.
Categories and Number of Persons Covered
Employees in managerial positions at the Company who are eligible for the program (MG positions and SP grades 1–2) and consent to participate. The number of eligible employees is Not disclosed. The total number of shares to be allotted is 43,500.
Intended allottee's holding policy
During the restriction period, transfers, the creation of security interests and other dispositions will be prohibited, and the shares will be managed in a dedicated account. The holding policy after the restrictions are lifted is Not disclosed.
Payment date
25 September 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 was ¥6,230. The deviations from the average closing price were 3.99% for one month, 19.14% for three months and 30.04% for six months.
Procedures under the Corporate Code of Conduct
Because the dilution rate is less than 25% and the transaction does not involve a change in the controlling shareholder, obtaining an opinion from an independent third party and conducting procedures to confirm shareholder approval are not required.
Impact on Business Performance
The impact is considered immaterial.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares as restricted stock (third-party allotment)
Number of shares to be issued or disposed of43,500 shares of the Company's common stock (expected)
Issue price and disposal price¥6,230 per share
Total issue value¥271,005,000 (expected)
Payment date25 September 2026
Intended allotteeニッタ Employee Stock Ownership Association: 43,500 shares
Intended allottee's holding policyDuring the restriction period, transfers, the creation of security interests and other dispositions will be prohibited, and the shares will be managed in a dedicated account. The holding policy after the restrictions are lifted is Not disclosed.
Dilution Rate0.15% of the total number of issued shares and 0.16% of the total number of voting rights
Total number of issued shares29,272,503 shares → Not disclosed
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange on 24 June 2026 was ¥6,230. The deviations from the average closing price were 3.99% for one month, 19.14% for three months and 30.04% for six months.
Transfer restriction periodFrom 25 September 2026 until the date on which the recipient retires from the Company and all other companies specified in the allotment agreement (if the recipient is rehired after mandatory retirement, until the mandatory retirement date). The basic restriction period for the lifting conditions is five years from the payment date.
Conditions for lifting transfer restrictionsThe restrictions will be lifted on the expiration date of the restriction period, provided that the recipient continuously holds the position of an employee in a managerial position or equivalent at the Company from 25 September 2026 through the date five years thereafter. The restrictions will also be lifted upon loss of the relevant position due to mandatory retirement, expiration of the contract term, death, transfer to an affiliated company, promotion to an officer position or other circumstances deemed valid by the Board of Directors. The restrictions will also be lifted if the recipient becomes a non-resident of Japan due to an overseas transfer or similar event.
Reason for acquisition without considerationIf the recipient withdraws from the Employee Stock Ownership Association during the restriction period, except in connection with retirement, or falls under any other prescribed event under the allotment agreement, including a violation of laws or regulations, and if the restrictions have not been lifted when the restriction period expires or at another applicable time.
Categories and Number of Persons CoveredEmployees in managerial positions at the Company who are eligible for the program (MG positions and SP grades 1–2) and consent to participate. The number of eligible employees is Not disclosed. The total number of shares to be allotted is 43,500.
Total Stock-Based CompensationMonetary claims totaling ¥271,005,000 as special incentive payments
Procedures under the Corporate Code of ConductBecause the dilution rate is less than 25% and the transaction does not involve a change in the controlling shareholder, obtaining an opinion from an independent third party and conducting procedures to confirm shareholder approval are not required.
Impact on Business PerformanceThe impact is considered immaterial.
Items this document does not state (11)
Amount of funds to be raisedEstimated 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 support asset building by eligible employees, provide incentives for the sustainable enhancement of corporate value, and promote the sharing of value with shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock to the Employee Stock Ownership Plan | Nitta Corporation (5186) timely disclosure | Komori