Worth reading
56In focus
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
0.02
Dilution rate (%)Wording
Conditional
How definitive the wording is.Details of issuance or disposal
Disposal of treasury shares as restricted stock through a third-party allotment
Who receives how much66,630Shares
66,630 common shares of the Company (maximum; the actual number of shares will be determined based on factors including the number of eligible employees)
NGK INSULATORS Employees' Shareholding Association: 66,630 shares (maximum)
The lower thin line represents the existing number of shares to which these shares will be added.
¥5,456.0 per share
Total issue value
¥363,533,280 (maximum)
Amount of funds to be raised
Total payment amount of the special incentive payment: ¥363,533,280 (maximum). Estimated net proceeds: Not disclosed
Total Stock-Based Compensation
The amount of monetary receivables to be paid as the special incentive payment is ¥363,533,280, the total disposal price (maximum).
発行済株式総数
0.02% of the total number of issued shares and 0.02% 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 29 July 2026 until the date on which the employee of the Company who holds membership in the Employees' Shareholding Association retires from employment
Conditions for lifting transfer restrictions
Subject to the eligible employee having continuously remained a member of the Employees' Shareholding Association throughout the restricted period, all shares corresponding to that employee's restricted stock interest will be released from the transfer restrictions upon expiry of the restricted period. In certain circumstances resulting in withdrawal from the association, the restrictions will be released on the date the withdrawal application is accepted or another specified date.
Reason for acquisition without consideration
If the eligible employee violates laws or regulations during the restricted period or becomes subject to certain other events specified in the allocation agreement. This also applies if any shares remain subject to transfer restrictions upon expiry of the restricted period or upon release of the restrictions.
Categories and Number of Persons Covered
Up to 483 employees in core positions who are managers of the Company (heads of organizational units). This comprises up to 13 employees at the division head or general manager level, receiving 300 shares each; up to 144 employees at the department head level, receiving 200 shares each; and up to 326 employees at the group manager level, receiving 100 shares each. Up to 9 employees who were previously excluded from eligibility will also be eligible for an additional grant, of whom 6 overlap with the 483 employees above. The total number of shares for the additional grant is up to 1,330.
Intended allottee's holding policy
During the restricted period, the shares will be managed in a dedicated account, and withdrawals of the restricted stock interests held by eligible employees will be restricted. The restricted period will run from 29 July 2026 until the date on which the employee of the Company who holds membership in the Employees' Shareholding Association retires from employment.
Payment date
29 July 2026
Basis for determining the amount to be paid
The closing price of ¥5,456.0 on the Tokyo Stock Exchange Prime Market on 20 May 2026, the business day preceding the date of the Board of Directors' resolution. The deviations from the average closing price were 5.78% for one month, 20.68% for three months, and 34.95% 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, it is not necessary to obtain an opinion from an independent third party or conduct a procedure to confirm shareholders' intentions. All 4 Audit & Supervisory Board Members, including 2 Outside Audit & Supervisory Board Members, stated their opinion that the disposal price does not constitute a particularly favorable price and that the transaction is lawful.
Most recent equity financing
Reference is made to the Notice Regarding the Disposal of Treasury Shares as Restricted Stock Incentives for the Employees' Shareholding Association dated 25 November 2025 (the detailed timing, amount, and number of shares are Not disclosed).
Impact on Business Performance
The impact of this disposal of treasury shares on results for the fiscal year ending March 2027 is Not disclosed.
| Item | Details |
|---|---|
| Type of issuance or disposal | Disposal of treasury shares as restricted stock through a third-party allotment |
| Number of shares to be issued or disposed of | 66,630 common shares of the Company (maximum; the actual number of shares will be determined based on factors including the number of eligible employees) |
| Issue price and disposal price | ¥5,456.0 per share |
| Total issue value | ¥363,533,280 (maximum) |
| Amount of funds to be raised | Total payment amount of the special incentive payment: ¥363,533,280 (maximum). Estimated net proceeds: Not disclosed |
| Payment date | 29 July 2026 |
| Intended allottee | NGK INSULATORS Employees' Shareholding Association: 66,630 shares (maximum) |
| Intended allottee's holding policy | During the restricted period, the shares will be managed in a dedicated account, and withdrawals of the restricted stock interests held by eligible employees will be restricted. The restricted period will run from 29 July 2026 until the date on which the employee of the Company who holds membership in the Employees' Shareholding Association retires from employment. |
| Dilution Rate | 0.02% of the total number of issued shares and 0.02% of the total number of voting rights |
| Total number of issued shares | 292,243,496 shares (as of 31 March 2026) → Not disclosed |
| Basis for determining the amount to be paid | The closing price of ¥5,456.0 on the Tokyo Stock Exchange Prime Market on 20 May 2026, the business day preceding the date of the Board of Directors' resolution. The deviations from the average closing price were 5.78% for one month, 20.68% for three months, and 34.95% for six months. |
| Transfer restriction period | From 29 July 2026 until the date on which the employee of the Company who holds membership in the Employees' Shareholding Association retires from employment |
| Conditions for lifting transfer restrictions | Subject to the eligible employee having continuously remained a member of the Employees' Shareholding Association throughout the restricted period, all shares corresponding to that employee's restricted stock interest will be released from the transfer restrictions upon expiry of the restricted period. In certain circumstances resulting in withdrawal from the association, the restrictions will be released on the date the withdrawal application is accepted or another specified date. |
| Reason for acquisition without consideration | If the eligible employee violates laws or regulations during the restricted period or becomes subject to certain other events specified in the allocation agreement. This also applies if any shares remain subject to transfer restrictions upon expiry of the restricted period or upon release of the restrictions. |
| Categories and Number of Persons Covered | Up to 483 employees in core positions who are managers of the Company (heads of organizational units). This comprises up to 13 employees at the division head or general manager level, receiving 300 shares each; up to 144 employees at the department head level, receiving 200 shares each; and up to 326 employees at the group manager level, receiving 100 shares each. Up to 9 employees who were previously excluded from eligibility will also be eligible for an additional grant, of whom 6 overlap with the 483 employees above. The total number of shares for the additional grant is up to 1,330. |
| Total Stock-Based Compensation | The amount of monetary receivables to be paid as the special incentive payment is ¥363,533,280, the total disposal price (maximum). |
| 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, it is not necessary to obtain an opinion from an independent third party or conduct a procedure to confirm shareholders' intentions. All 4 Audit & Supervisory Board Members, including 2 Outside Audit & Supervisory Board Members, stated their opinion that the disposal price does not constitute a particularly favorable price and that the transaction is lawful. |
| Most recent equity financing | Reference is made to the Notice Regarding the Disposal of Treasury Shares as Restricted Stock Incentives for the Employees' Shareholding Association dated 25 November 2025 (the detailed timing, amount, and number of shares are Not disclosed). |
| Impact on Business Performance | The impact of this disposal of treasury shares on results for the fiscal year ending March 2027 is Not disclosed. |
Items this document does not state (9)
Estimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioMajor 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.The purpose is to provide benefits to eligible employees, share value with the Company's shareholders, provide incentives for the sustainable enhancement of corporate value, and support the asset formation of eligible employees.
How to read this page
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