Komori
Share Issuance and Disposal6101TSUGAMI CORPORATIONMachinery

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 23,600 treasury shares as restricted stock compensation for 3 directors and 19 executive officers. The shares may not be transferred until the recipients retire or leave the Company, and the transfer restrictions will be lifted subject to continued service for a specified period.

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
23600
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much

23,600 shares of the Company’s common stock (4,700 shares for 3 directors and 18,900 shares for 19 executive officers)

3 directors of the Company, excluding directors who are Audit & Supervisory Committee members and outside directors4,700 shares
19 executive officers of the Company18,900 shares

The height of each bar represents the proportion of shares received by each allottee. The thin line below represents the number of existing shares to which these shares are added.

¥7,380 per share
Total issue value

¥174,168,000

Amount of funds to be raised
Total payment amount: ¥174,168,000; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary remuneration claims: ¥174,168,000. Existing remuneration framework: no more than ¥80 million per year.
発行済株式総数

The total number of issued shares will not increase because this is a disposal of treasury shares.

As this is a disposal of treasury shares, the dilution rate is 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 10 July 2026 until the date on which the recipient retires or leaves any position as a director, executive officer or employee equivalent thereto of the Company
Conditions for lifting transfer restrictions
The recipient must continuously hold one of the positions of director, executive officer or employee equivalent thereto of the Company through the first annual general meeting of shareholders to be held after the start of the transfer restriction period. If the recipient retires or leaves the Company for a valid reason, the transfer restrictions will be lifted for the number of shares corresponding to the period of service.
Reason for acquisition without consideration
If the recipient retires or leaves the Company before the day preceding the first annual general meeting of shareholders to be held after the grant, except where the Board of Directors recognizes a valid reason. The Company will also acquire without consideration any shares whose transfer restrictions have not been lifted at the end of the period, as well as any shares whose transfer restrictions have not been lifted in connection with a corporate reorganization or other similar event.
Categories and Number of Persons Covered
Category The Company's directors (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 3 / Number of allocated shares 4,700 shares, Category The Company's executive officers / Number of Employees 19 / Number of allocated shares 18,900 shares
Intended allottee's holding policy
During the restriction period, the shares may not be transferred to a third party, pledged, used to create a transfer security interest, gifted inter vivos, bequeathed or otherwise disposed of in any way, and must be held and maintained in a designated account until the restrictions are lifted.
Payment date
10 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 16 June 2026, ¥7,380. The discount rate and premium rate are Not disclosed.
Procedures under the Corporate Code of Conduct
Resolution of the Board of Directors at its meeting held on 17 June 2026 and a decision by 3 members of the Company’s Management Committee.
Impact on Business Performance
The impact of this disposal of treasury shares on financial results is 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 of23,600 shares of the Company’s common stock (4,700 shares for 3 directors and 18,900 shares for 19 executive officers)
Issue price and disposal price¥7,380 per share
Total issue value¥174,168,000
Amount of funds to be raisedTotal payment amount: ¥174,168,000; estimated net proceeds: Not disclosed
Payment date10 July 2026
Intended allotteeCategory 3 directors of the Company, excluding directors who are Audit & Supervisory Committee members and outside directors / Number of Shares 4,700 shares, Category 19 executive officers of the Company / Number of Shares 18,900 shares
Intended allottee's holding policyDuring the restriction period, the shares may not be transferred to a third party, pledged, used to create a transfer security interest, gifted inter vivos, bequeathed or otherwise disposed of in any way, and must be held and maintained in a designated account until the restrictions are lifted.
Dilution RateAs this is a disposal of treasury shares, the dilution rate is Not disclosed
Total number of issued sharesThe total number of issued shares will not increase because this is a 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 16 June 2026, ¥7,380. The discount rate and premium rate are Not disclosed.
Transfer restriction periodFrom 10 July 2026 until the date on which the recipient retires or leaves any position as a director, executive officer or employee equivalent thereto of the Company
Conditions for lifting transfer restrictionsThe recipient must continuously hold one of the positions of director, executive officer or employee equivalent thereto of the Company through the first annual general meeting of shareholders to be held after the start of the transfer restriction period. If the recipient retires or leaves the Company for a valid reason, the transfer restrictions will be lifted for the number of shares corresponding to the period of service.
Reason for acquisition without considerationIf the recipient retires or leaves the Company before the day preceding the first annual general meeting of shareholders to be held after the grant, except where the Board of Directors recognizes a valid reason. The Company will also acquire without consideration any shares whose transfer restrictions have not been lifted at the end of the period, as well as any shares whose transfer restrictions have not been lifted in connection with a corporate reorganization or other similar event.
Categories and Number of Persons CoveredCategory The Company's directors (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 3 / Number of allocated shares 4,700 shares, Category The Company's executive officers / Number of Employees 19 / Number of allocated shares 18,900 shares
Total Stock-Based CompensationTotal monetary remuneration claims: ¥174,168,000. Existing remuneration framework: no more than ¥80 million per year.
Procedures under the Corporate Code of ConductResolution of the Board of Directors at its meeting held on 17 June 2026 and a decision by 3 members of the Company’s Management Committee.
Impact on Business PerformanceThe impact of this disposal of treasury shares on financial results is 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 share the benefits and risks of share price fluctuations with shareholders and increase recipients’ motivation to contribute to higher share prices and enhanced corporate value.

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 | TSUGAMI CORPORATION (6101) timely disclosure | Komori