Komori
Share Issuance and Disposal6088SIGMAXYZ Holdings Inc.Information and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The company resolved to dispose of 7,000 treasury shares at ¥538 per share as restricted stock compensation for 5 directors. The recipients may not transfer the shares until they retire from their positions as directors, and the company will acquire the shares without consideration in certain circumstances.

Worth reading
40Recurring
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
7000
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much7,000Shares

7,000 shares of the company's common stock (treasury shares)

5 of the company's directors (excluding directors who are Audit & Supervisory Committee members and outside directors)7,000 shares

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

¥538 per share
Total issue value

¥3,766,000

Amount of funds to be raised
No funds raised (the recipients will contribute monetary compensation receivables of ¥3,766,000 in kind)
Total Stock-Based Compensation
Monetary compensation receivables of ¥3,766,000 (for this allocation). The compensation limit is ¥400 million per year, including up to ¥10 million per year for outside directors, while the limit for directors who are Audit & Supervisory Committee members is ¥10 million per year.
発行済株式総数

No increase in the total number of issued shares as a result of the disposal of treasury shares

No dilution, as this is a disposal of treasury shares and does not increase the total number of issued 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 July 2026 until the date on which each recipient retires as a director of the company
Conditions for lifting transfer restrictions
Provided that the recipient continuously remains a director of the company throughout the transfer restriction period, all transfer restrictions on the allocated shares held by the recipient at the end of the period will be lifted. Separate conditions for lifting the restrictions in the event of a reorganization or similar transaction have also been established.
Reason for acquisition without consideration
If, during the transfer restriction period, a recipient dies without leaving certain relatives; if the Board of Directors approves the recipient's engagement in a competing business or appointment as an officer or employee of a competing corporation or similar entity; or if the Board of Directors determines that acquisition without consideration is appropriate due to a material violation of laws, internal rules, agreements or similar requirements.
Categories and Number of Persons Covered
5 of the company's directors (excluding directors who are Audit & Supervisory Committee members and outside directors); 7,000 shares allocated
Intended allottee's holding policy
During the transfer restriction period, the recipients may not transfer the shares to third parties, create a pledge or security interest for transfer, make an inter vivos gift, bequeath the shares or otherwise dispose of them in any way. The transfer restriction period runs from 16 July 2026 until the date on which each recipient retires as a director of the company.
Payment date
16 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 30 June 2026, the business day immediately preceding the date of the Board of Directors' resolution, was ¥538. No discount or premium is stated.
Procedures under the Corporate Code of Conduct
At the annual general meeting of shareholders held on 24 June 2025, approval was obtained for the restricted stock compensation plan and the applicable compensation limits.
Impact on Business Performance
Impact on financial results: Not disclosed
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 of7,000 shares of the company's common stock (treasury shares)
Issue price and disposal price¥538 per share
Total issue value¥3,766,000
Amount of funds to be raisedNo funds raised (the recipients will contribute monetary compensation receivables of ¥3,766,000 in kind)
Payment date16 July 2026
Intended allotteeName 5 of the company's directors (excluding directors who are Audit & Supervisory Committee members and outside directors) / Number of Shares 7,000 shares
Intended allottee's holding policyDuring the transfer restriction period, the recipients may not transfer the shares to third parties, create a pledge or security interest for transfer, make an inter vivos gift, bequeath the shares or otherwise dispose of them in any way. The transfer restriction period runs from 16 July 2026 until the date on which each recipient retires as a director of the company.
Dilution RateNo dilution, as this is a disposal of treasury shares and does not increase the total number of issued shares
Total number of issued sharesNo increase in the total number of issued shares as a result of the disposal of treasury shares
Basis for determining the amount to be paidThe closing price of the company's common stock on the Tokyo Stock Exchange on 30 June 2026, the business day immediately preceding the date of the Board of Directors' resolution, was ¥538. No discount or premium is stated.
Transfer restriction periodFrom 16 July 2026 until the date on which each recipient retires as a director of the company
Conditions for lifting transfer restrictionsProvided that the recipient continuously remains a director of the company throughout the transfer restriction period, all transfer restrictions on the allocated shares held by the recipient at the end of the period will be lifted. Separate conditions for lifting the restrictions in the event of a reorganization or similar transaction have also been established.
Reason for acquisition without considerationIf, during the transfer restriction period, a recipient dies without leaving certain relatives; if the Board of Directors approves the recipient's engagement in a competing business or appointment as an officer or employee of a competing corporation or similar entity; or if the Board of Directors determines that acquisition without consideration is appropriate due to a material violation of laws, internal rules, agreements or similar requirements.
Categories and Number of Persons Covered5 of the company's directors (excluding directors who are Audit & Supervisory Committee members and outside directors); 7,000 shares allocated
Total Stock-Based CompensationMonetary compensation receivables of ¥3,766,000 (for this allocation). The compensation limit is ¥400 million per year, including up to ¥10 million per year for outside directors, while the limit for directors who are Audit & Supervisory Committee members is ¥10 million per year.
Procedures under the Corporate Code of ConductAt the annual general meeting of shareholders held on 24 June 2025, approval was obtained for the restricted stock compensation plan and the applicable compensation limits.
Impact on Business PerformanceImpact on financial results: Not disclosed
Items this document does not state (10)
Estimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioMost 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 incentives for the sustainable enhancement of corporate value, prevent the impairment of corporate value and maintain trust, and promote the sharing of value with shareholders.

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 | SIGMAXYZ Holdings Inc. (6088) timely disclosure | Komori