Komori
Share Issuance and Disposal5869WASEDA GAKUSHUKENKYUKAI CO.,LTD.Information and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 35,900 treasury shares as restricted stock compensation to 82 employees in exchange for contributions in kind of monetary compensation receivables. The shares will generally be subject to transfer restrictions until 25 May 2036.

Worth reading
41Recurring
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
35900
Shares
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much35,900Shares

35,900 common shares of the Company (treasury shares)

82 employees of the Company: 35,900 shares

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

¥1,325 per share
Total issue value

¥47,567,500

Amount of funds to be raised
Total payment amount: ¥47,567,500; estimated net proceeds: Not disclosed (the shares are disposed of through contributions in kind of monetary compensation receivables)
Total Stock-Based Compensation
Total monetary compensation receivables: ¥47,567,500
発行済株式総数

No increase, as this is a disposal of treasury shares

As this is a disposal of treasury shares, the total number of issued shares will not increase (dilution rate: Not disclosed)

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 May 2026 until 25 May 2036 or another date separately designated by the Company's Board of Directors (generally 10 years)
Conditions for lifting transfer restrictions
The transfer restrictions will be fully lifted at the end of the transfer restriction period, provided that the recipient has continuously held one of the following positions during the service provision period from the payment date: director, executive officer who does not concurrently serve as a director, audit & supervisory board member, employee, adviser, counselor or another equivalent position. In the event of retirement or resignation for a valid reason, the restrictions will be lifted immediately after the retirement or resignation. In the event of a corporate reorganization or similar event, the restrictions will be lifted on the number of shares calculated in accordance with the prescribed formula.
Reason for acquisition without consideration
If, during the transfer restriction period, the recipient engages in an act that violates laws or regulations or falls under another specified event set out in the share allotment agreement. Also, if any shares remain subject to transfer restrictions when the transfer restriction period ends or when the restrictions are lifted following retirement or resignation. This also applies if any shares remain subject to transfer restrictions in connection with a corporate reorganization or similar event.
Categories and Number of Persons Covered
82 employees of the Company: 35,900 shares
Intended allottee's holding policy
The shares may not be transferred, pledged or otherwise disposed of from 25 May 2026 until 25 May 2036 or another date separately designated by the Company's Board of Directors. The Board of Directors may determine a different transfer restriction period based on individual circumstances.
Payment date
25 May 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Standard Market of the Tokyo Stock Exchange on 17 April 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,325. No discount or premium rate was stated.
Impact on Business Performance
No impact on financial results from this disposal of treasury shares is stated.
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 of35,900 common shares of the Company (treasury shares)
Issue price and disposal price¥1,325 per share
Total issue value¥47,567,500
Amount of funds to be raisedTotal payment amount: ¥47,567,500; estimated net proceeds: Not disclosed (the shares are disposed of through contributions in kind of monetary compensation receivables)
Payment date25 May 2026
Intended allottee82 employees of the Company: 35,900 shares
Intended allottee's holding policyThe shares may not be transferred, pledged or otherwise disposed of from 25 May 2026 until 25 May 2036 or another date separately designated by the Company's Board of Directors. The Board of Directors may determine a different transfer restriction period based on individual circumstances.
Dilution RateAs this is a disposal of treasury shares, the total number of issued shares will not increase (dilution rate: Not disclosed)
Total number of issued sharesNo increase, as 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 Standard Market of the Tokyo Stock Exchange on 17 April 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,325. No discount or premium rate was stated.
Transfer restriction periodFrom 25 May 2026 until 25 May 2036 or another date separately designated by the Company's Board of Directors (generally 10 years)
Conditions for lifting transfer restrictionsThe transfer restrictions will be fully lifted at the end of the transfer restriction period, provided that the recipient has continuously held one of the following positions during the service provision period from the payment date: director, executive officer who does not concurrently serve as a director, audit & supervisory board member, employee, adviser, counselor or another equivalent position. In the event of retirement or resignation for a valid reason, the restrictions will be lifted immediately after the retirement or resignation. In the event of a corporate reorganization or similar event, the restrictions will be lifted on the number of shares calculated in accordance with the prescribed formula.
Reason for acquisition without considerationIf, during the transfer restriction period, the recipient engages in an act that violates laws or regulations or falls under another specified event set out in the share allotment agreement. Also, if any shares remain subject to transfer restrictions when the transfer restriction period ends or when the restrictions are lifted following retirement or resignation. This also applies if any shares remain subject to transfer restrictions in connection with a corporate reorganization or similar event.
Categories and Number of Persons Covered82 employees of the Company: 35,900 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥47,567,500
Impact on Business PerformanceNo impact on financial results from this disposal of treasury shares is stated.
Items this document does not state (11)
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 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 provide the eligible employees with incentives to achieve sustained growth in corporate value and promote the sharing of value with shareholders, as well as to reward employees in consideration of their contributions to the Company's business and other factors.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | WASEDA GAKUSHUKENKYUKAI CO.,LTD. (5869) timely disclosure | Komori