Worth reading
58In 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
224010
Shares (maximum)Wording
Conditional
How definitive the wording is.Details of issuance or disposal
Disposal of treasury shares as transfer-restricted stock incentives for the employee stock ownership association (third-party allotment)
Who receives how much224,010Shares
224,010 shares of the Company's common stock (maximum; to be determined based on the number of eligible employees)
Rinnai Employee Shareholding Association (224,010 shares, maximum)
The lower thin line represents the existing number of shares to which these shares will be added.
¥3,500 per share
Total issue value
¥784,035,000 (maximum)
Amount of funds to be raised
Total payment amount: ¥784,035,000 (maximum); estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Monetary receivables of ¥199,500 per eligible employee. Based on a maximum of 3,930 eligible employees, the total disposal amount is ¥784,035,000.
発行済株式総数
0.16% of the total number of shares issued as of 31 March 2026 and 0.16% of the total number of voting rights (both based on the maximum number of shares)
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 16 October 2026 to 31 May 2029
Conditions for lifting transfer restrictions
Provided that an eligible employee remains a member of the employee shareholding association throughout the restricted period, all of the allocated shares corresponding to the employee's RS interest will be released from the restrictions upon expiry of the restricted period. If the employee leaves the association due to retirement at the mandatory retirement age, appointment as a director, audit & supervisory board member or executive officer, or retirement for another legitimate reason, the restrictions will be released on the date the withdrawal application is accepted. If the employee becomes a non-resident due to an overseas transfer or other such reason, the restrictions will be released on the date the overseas transfer or other such event is decided.
Reason for acquisition without consideration
Immediately after the expiry of the restricted period or the prescribed date for release of the restrictions, the Company will automatically acquire without consideration any allocated shares whose restrictions have not been released.
Categories and Number of Persons Covered
Up to 3,930 employees of the Company; 57 shares per person
Payment date
16 October 2026
Basis for determining the amount to be paid
The closing price of ¥3,500 on 5 August 2026, the business day preceding the date of the Board of Directors' resolution, on the Tokyo Stock Exchange's Prime Market. The deviations from the average closing price were △2.99% for one month (6 July to 5 August 2026), △0.85% for three months (7 May to 5 August 2026), and △4.37% for six months (6 February to 5 August 2026).
Procedures under the Corporate Code of Conduct
Because the dilution ratio 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 shareholders' intentions are not required. All 4 audit & supervisory board members, including 2 outside audit & supervisory board members, expressed the opinion that the disposal price does not constitute a particularly favorable price and is lawful.
| Item | Details |
|---|---|
| Type of issuance or disposal | Disposal of treasury shares as transfer-restricted stock incentives for the employee stock ownership association (third-party allotment) |
| Number of shares to be issued or disposed of | 224,010 shares of the Company's common stock (maximum; to be determined based on the number of eligible employees) |
| Issue price and disposal price | ¥3,500 per share |
| Total issue value | ¥784,035,000 (maximum) |
| Amount of funds to be raised | Total payment amount: ¥784,035,000 (maximum); estimated net proceeds: Not disclosed |
| Payment date | 16 October 2026 |
| Intended allottee | Rinnai Employee Shareholding Association (224,010 shares, maximum) |
| Dilution Rate | 0.16% of the total number of shares issued as of 31 March 2026 and 0.16% of the total number of voting rights (both based on the maximum number of shares) |
| Total number of issued shares | 141,126,771 shares (as of 31 March 2026) → Not disclosed |
| Basis for determining the amount to be paid | The closing price of ¥3,500 on 5 August 2026, the business day preceding the date of the Board of Directors' resolution, on the Tokyo Stock Exchange's Prime Market. The deviations from the average closing price were △2.99% for one month (6 July to 5 August 2026), △0.85% for three months (7 May to 5 August 2026), and △4.37% for six months (6 February to 5 August 2026). |
| Transfer restriction period | From 16 October 2026 to 31 May 2029 |
| Conditions for lifting transfer restrictions | Provided that an eligible employee remains a member of the employee shareholding association throughout the restricted period, all of the allocated shares corresponding to the employee's RS interest will be released from the restrictions upon expiry of the restricted period. If the employee leaves the association due to retirement at the mandatory retirement age, appointment as a director, audit & supervisory board member or executive officer, or retirement for another legitimate reason, the restrictions will be released on the date the withdrawal application is accepted. If the employee becomes a non-resident due to an overseas transfer or other such reason, the restrictions will be released on the date the overseas transfer or other such event is decided. |
| Reason for acquisition without consideration | Immediately after the expiry of the restricted period or the prescribed date for release of the restrictions, the Company will automatically acquire without consideration any allocated shares whose restrictions have not been released. |
| Categories and Number of Persons Covered | Up to 3,930 employees of the Company; 57 shares per person |
| Total Stock-Based Compensation | Monetary receivables of ¥199,500 per eligible employee. Based on a maximum of 3,930 eligible employees, the total disposal amount is ¥784,035,000. |
| Procedures under the Corporate Code of Conduct | Because the dilution ratio 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 shareholders' intentions are not required. All 4 audit & supervisory board members, including 2 outside audit & supervisory board members, expressed the opinion that the disposal price does not constitute a particularly favorable price and is lawful. |
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsIntended allottee's holding policyExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / 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 further encourage employees to take a shareholder-oriented approach and heighten their awareness of improving the Company's performance, as well as to enhance employee benefits.
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.