Worth reading
52Recurring
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
17820
Shares (maximum)Wording
Conditional
How definitive the wording is.Details of issuance or disposal
Disposal of restricted treasury shares through a third-party allotment (restricted stock incentives for the employee stock ownership association)
Who receives how much17,820Shares
17,820 treasury shares (maximum; the actual number of shares to be disposed of will be determined based on the number of eligible employees)
三洋工業社員持株会17,820 shares (maximum)
The lower thin line represents the existing number of shares to which these shares will be added.
¥4,540 per share
Total issue value
¥80,902,800 (maximum)
Amount of funds to be raised
Total payment amount of ¥80,902,800 (maximum); estimated net proceeds Not disclosed
Total Stock-Based Compensation
Monetary receivables of ¥149,820 per eligible employee
発行済株式総数
0.60% of total issued shares and 0.64% of total voting rights (both based on the maximum number of shares to be disposed of)
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 4 November 2026 to 3 December 2029
Conditions for lifting transfer restrictions
Provided that an eligible employee has continuously remained a member of the employee stock ownership association throughout the restricted transfer period, all transfer restrictions on the shares allocated under this allotment corresponding to the eligible employee's restricted stock interest will be lifted upon expiry of the restricted transfer period. In the event of withdrawal due to retirement or another legitimate reason, the restrictions will be lifted on the date the withdrawal application is accepted.
Reason for acquisition without consideration
If an eligible employee commits an act in violation of laws or regulations during the restricted transfer period or otherwise falls under certain circumstances stipulated in the agreement governing this allotment, all shares allocated under this allotment corresponding to the eligible employee's restricted stock interest will be acquired without consideration. Shares allocated under this allotment for which the transfer restrictions are not lifted will also be acquired without consideration.
Categories and Number of Persons Covered
Up to 540 eligible employees of the Company and its subsidiaries, 33 shares per person
Payment date
4 November 2026
Basis for determining the amount to be paid
The closing price of ¥4,540 on the Standard Market of the Tokyo Stock Exchange on 13 July 2026, the business day preceding the date of the Board of Directors' resolution. The deviations from the average closing price were 2.18% for the one-month period from 15 June to 13 July 2026, 3.56% for the three-month period from 14 April to 13 July 2026, and -0.85% for the six-month period from 14 January to 13 July 2026.
Procedures under the Corporate Code of Conduct
Because the dilution ratio is below 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 procedures to confirm shareholder intent. The Audit and Supervisory Committee, comprising 4 members including 3 outside directors, has 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 restricted treasury shares through a third-party allotment (restricted stock incentives for the employee stock ownership association) |
| Number of shares to be issued or disposed of | 17,820 treasury shares (maximum; the actual number of shares to be disposed of will be determined based on the number of eligible employees) |
| Issue price and disposal price | ¥4,540 per share |
| Total issue value | ¥80,902,800 (maximum) |
| Amount of funds to be raised | Total payment amount of ¥80,902,800 (maximum); estimated net proceeds Not disclosed |
| Payment date | 4 November 2026 |
| Intended allottee | Name 三洋工業社員持株会 / Number of Shares 17,820 shares (maximum) |
| Dilution Rate | 0.60% of total issued shares and 0.64% of total voting rights (both based on the maximum number of shares to be disposed of) |
| Total number of issued shares | 2,960,000 shares (as of 31 March 2026) → Not disclosed |
| Basis for determining the amount to be paid | The closing price of ¥4,540 on the Standard Market of the Tokyo Stock Exchange on 13 July 2026, the business day preceding the date of the Board of Directors' resolution. The deviations from the average closing price were 2.18% for the one-month period from 15 June to 13 July 2026, 3.56% for the three-month period from 14 April to 13 July 2026, and -0.85% for the six-month period from 14 January to 13 July 2026. |
| Transfer restriction period | From 4 November 2026 to 3 December 2029 |
| Conditions for lifting transfer restrictions | Provided that an eligible employee has continuously remained a member of the employee stock ownership association throughout the restricted transfer period, all transfer restrictions on the shares allocated under this allotment corresponding to the eligible employee's restricted stock interest will be lifted upon expiry of the restricted transfer period. In the event of withdrawal due to retirement or another legitimate reason, the restrictions will be lifted on the date the withdrawal application is accepted. |
| Reason for acquisition without consideration | If an eligible employee commits an act in violation of laws or regulations during the restricted transfer period or otherwise falls under certain circumstances stipulated in the agreement governing this allotment, all shares allocated under this allotment corresponding to the eligible employee's restricted stock interest will be acquired without consideration. Shares allocated under this allotment for which the transfer restrictions are not lifted will also be acquired without consideration. |
| Categories and Number of Persons Covered | Up to 540 eligible employees of the Company and its subsidiaries, 33 shares per person |
| Total Stock-Based Compensation | Monetary receivables of ¥149,820 per eligible employee |
| Procedures under the Corporate Code of Conduct | Because the dilution ratio is below 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 procedures to confirm shareholder intent. The Audit and Supervisory Committee, comprising 4 members including 3 outside directors, has 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 enhance the welfare and support the asset formation of eligible employees, provide them with incentives to achieve sustained growth in corporate value, and promote the sharing of value between eligible employees and shareholders.
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