Worth reading
48Recurring
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
11500
SharesWording
Definitive
How definitive the wording is.Details of issuance or disposal
Disposal of treasury shares as restricted stock compensation
Who receives how much11,500Shares
11,500 shares of the Company's common stock (treasury shares)
7 directors (excluding outside directors)11,500 shares
The lower thin line represents the existing number of shares to which these shares will be added.
¥3,800 per share
Total issue value
¥43,700,000
Amount of funds to be raised
Total payment amount: ¥43,700,000 (through an in-kind contribution of monetary compensation receivables from the eligible directors; no estimated net proceeds disclosed)
Total Stock-Based Compensation
Total monetary compensation receivables of ¥43,700,000. Under the compensation plan, total monetary compensation receivables are limited to ¥100 million per year.
Specific use of funds
Not applicable (contribution in kind of monetary compensation receivables)
発行済株式総数
As this is a disposal of treasury shares, the total number of issued shares will not increase
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 the payment date until the later of the date on which the director leaves office or the date on which the annual securities report for the fiscal year including the payment date is filed, or, in certain cases, the date on which the semiannual securities report is filed.
Conditions for lifting transfer restrictions
The transfer restrictions will be fully lifted upon expiration of the restricted transfer period, provided that the director remains in office continuously from the payment date until the conclusion of the first annual general meeting of shareholders held thereafter. In the event of retirement upon expiration of the term of office or for another legitimate reason, or retirement due to death, the restrictions will be lifted in accordance with the prescribed calculation method.
Reason for acquisition without consideration
The Company will acquire without consideration any shares whose transfer restrictions have not been lifted, as well as any shares excluded under the prescribed calculation method upon retirement for a legitimate reason or due to death. If any shares remain subject to transfer restrictions after the restrictions are lifted in connection with a corporate reorganization or other similar event, the Company will also acquire those shares without consideration.
Categories and Number of Persons Covered
7 directors, excluding outside directors; 11,500 shares
Intended allottee's holding policy
During the restricted transfer period, the shares may not be transferred, pledged, gifted during the holder's lifetime or otherwise disposed of, and must be held and maintained in a designated account until the transfer restrictions are lifted.
Payment date
6 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange on the business day immediately preceding the date of the Board of Directors' resolution, 12 June 2026, was ¥3,800. No discount or premium applies.
Procedures under the Corporate Code of Conduct
At the 59th Annual General Meeting of Shareholders held on 26 May 2020, approval was obtained to pay monetary compensation receivables under this plan in an annual total amount of no more than ¥100 million.
| Item | Details |
|---|---|
| Type of issuance or disposal | Disposal of treasury shares as restricted stock compensation |
| Number of shares to be issued or disposed of | 11,500 shares of the Company's common stock (treasury shares) |
| Issue price and disposal price | ¥3,800 per share |
| Total issue value | ¥43,700,000 |
| Amount of funds to be raised | Total payment amount: ¥43,700,000 (through an in-kind contribution of monetary compensation receivables from the eligible directors; no estimated net proceeds disclosed) |
| Specific use of funds | Not applicable (contribution in kind of monetary compensation receivables) |
| Payment date | 6 July 2026 |
| Intended allottee | Name 7 directors (excluding outside directors) / Number of Shares 11,500 shares |
| Intended allottee's holding policy | During the restricted transfer period, the shares may not be transferred, pledged, gifted during the holder's lifetime or otherwise disposed of, and must be held and maintained in a designated account until the transfer restrictions are lifted. |
| Total number of issued shares | As this is a disposal of treasury shares, the total number of issued shares will not increase |
| Basis for determining the amount to be paid | The closing price of the Company's common stock on the Tokyo Stock Exchange on the business day immediately preceding the date of the Board of Directors' resolution, 12 June 2026, was ¥3,800. No discount or premium applies. |
| Transfer restriction period | From the payment date until the later of the date on which the director leaves office or the date on which the annual securities report for the fiscal year including the payment date is filed, or, in certain cases, the date on which the semiannual securities report is filed. |
| Conditions for lifting transfer restrictions | The transfer restrictions will be fully lifted upon expiration of the restricted transfer period, provided that the director remains in office continuously from the payment date until the conclusion of the first annual general meeting of shareholders held thereafter. In the event of retirement upon expiration of the term of office or for another legitimate reason, or retirement due to death, the restrictions will be lifted in accordance with the prescribed calculation method. |
| Reason for acquisition without consideration | The Company will acquire without consideration any shares whose transfer restrictions have not been lifted, as well as any shares excluded under the prescribed calculation method upon retirement for a legitimate reason or due to death. If any shares remain subject to transfer restrictions after the restrictions are lifted in connection with a corporate reorganization or other similar event, the Company will also acquire those shares without consideration. |
| Categories and Number of Persons Covered | 7 directors, excluding outside directors; 11,500 shares |
| Total Stock-Based Compensation | Total monetary compensation receivables of ¥43,700,000. Under the compensation plan, total monetary compensation receivables are limited to ¥100 million per year. |
| Procedures under the Corporate Code of Conduct | At the 59th Annual General Meeting of Shareholders held on 26 May 2020, approval was obtained to pay monetary compensation receivables under this plan in an annual total amount of no more than ¥100 million. |
Items this document does not state (11)
Estimated issuance expensesDilution RateExercise 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 strengthen the linkage between the compensation of the eligible directors and the value of the Company's shares, provide incentives for the sustained enhancement of corporate value, and promote value sharing with shareholders.
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