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Share Issuance and Disposal5844Kyoto Financial Group,Inc.Banks

Notice Regarding the Disposal of Treasury Shares as Stock-Based Compensation

The Company resolved to dispose of 330,000 treasury shares to the Stock Grant ESOP Trust Account in connection with the introduction of a stock-based compensation plan for employees of the Company and its subsidiaries. The disposal price is ¥4,484 per share, and the total disposal amount is ¥1.47972 billion.

Worth reading
43Recurring
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
0.11
Dilution rate (%)
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares in connection with restricted stock-based compensation and a Stock Grant ESOP Trust

発行・処分する株式数330,000Shares

330,000 common shares (treasury shares)

Intended allottee
The Master Trust Bank of Japan, Ltd. (ESOP Trust Account for Share Grants)
¥4,484 per share
Total issue value

¥1,479,720,000

発行済株式総数

0.11% of the 301,362,752 issued shares (0.12% of the 2,838,608 total voting rights as of 31 March 2026)

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.

Categories and Number of Persons Covered
Employees of the Company and its subsidiaries. The breakdown of the number of employees and shares allocated is Not disclosed.
Intended allottee's holding policy
In accordance with the share delivery regulations, the shares will be delivered to employees who meet certain requirements. The disposed shares are not expected to be released onto the stock market all at once.
Payment date
3 June 2026
Basis for determining the amount to be paid
The closing price of the Company's shares on the Tokyo Stock Exchange on 13 May 2026, the business day preceding the date of the Board of Directors' resolution, was ¥4,484. No discount or premium applies.
Procedures under the Corporate Code of Conduct
Because the dilution rate is less than 25% and there will be no change in the controlling shareholder, obtaining an opinion from an independent third party and conducting procedures to confirm shareholders' intentions, as stipulated in Article 432 of the Tokyo Stock Exchange Securities Listing Regulations, are not required.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares in connection with restricted stock-based compensation and a Stock Grant ESOP Trust
Number of shares to be issued or disposed of330,000 common shares (treasury shares)
Issue price and disposal price¥4,484 per share
Total issue value¥1,479,720,000
Payment date3 June 2026
Intended allotteeThe Master Trust Bank of Japan, Ltd. (ESOP Trust Account for Share Grants)
Intended allottee's holding policyIn accordance with the share delivery regulations, the shares will be delivered to employees who meet certain requirements. The disposed shares are not expected to be released onto the stock market all at once.
Dilution Rate0.11% of the 301,362,752 issued shares (0.12% of the 2,838,608 total voting rights as of 31 March 2026)
Total number of issued shares301,362,752 shares → Not disclosed
Basis for determining the amount to be paidThe closing price of the Company's shares on the Tokyo Stock Exchange on 13 May 2026, the business day preceding the date of the Board of Directors' resolution, was ¥4,484. No discount or premium applies.
Categories and Number of Persons CoveredEmployees of the Company and its subsidiaries. The breakdown of the number of employees and shares allocated is Not disclosed.
Procedures under the Corporate Code of ConductBecause the dilution rate is less than 25% and there will be no change in the controlling shareholder, obtaining an opinion from an independent third party and conducting procedures to confirm shareholders' intentions, as stipulated in Article 432 of the Tokyo Stock Exchange Securities Listing Regulations, are not required.
Items this document does not state (16)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsTransfer restriction periodConditions for lifting transfer restrictionsReason for acquisition without considerationTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentStock Split RatioMost 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 secure the shares expected to be delivered to employees during the trust period in connection with the introduction of a stock-based compensation plan for employees. The allocated shares will be delivered to employees who meet certain requirements, and are not expected to be released onto the market all at once. Accordingly, the Company considers the impact on the trading market to be minor and the number of shares disposed of and the resulting dilution to be reasonable.

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Notice Regarding the Disposal of Treasury Shares as Stock-Based Compensation | Kyoto Financial Group,Inc. (5844) timely disclosure | Komori