Komori
Share Issuance and Disposal6146DISCO CORPORATIONMachinery

Notice Regarding the Issuance of New Shares as Restricted Stock Compensation

The Company resolved to issue 3,000 common shares to 6 executive officers as restricted stock compensation. The shares may generally not be transferred for 50 years, although some or all of the restrictions will be lifted upon the occurrence of certain retirement events and other circumstances.

Worth reading
42Recurring
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
3000
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of new shares as restricted stock compensation

Who receives how much3,000Shares

3,000 common shares (new shares)

6 executive officers of the Company3,000 shares

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

¥68,590 per share
Total issue value

¥205,770,000

Amount of funds to be raised
Total payment amount: ¥205,770,000 (estimated net proceeds: Not disclosed)
Total Stock-Based Compensation
Total monetary claims: ¥205,770,000
Specific use of funds
Not applicable (issuance for compensation purposes through contribution in kind of monetary claims)
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 7 August 2026 to 6 August 2076 (50 years)
Conditions for lifting transfer restrictions
The restrictions will be lifted in principle upon expiration of the restriction period, provided that the recipient continuously holds at least one of the positions of executive officer or director of the Company during the service period. If the recipient retires upon expiration of the term of office or for another legitimate reason, excluding voluntary retirement and including retirement due to death, the restrictions on the number of shares corresponding to the recipient's period of service will be lifted immediately after retirement. The shares will be subject to malus and clawback if a restatement of the financial statements is required due to a serious violation of laws or internal regulations or misconduct.
Reason for acquisition without consideration
If any shares remain subject to restrictions at the expiration of the restriction period or when the restrictions are lifted, the Company will acquire all such shares without consideration. If it is determined that a restatement of the financial statements is required due to a serious violation of laws or internal regulations or misconduct, the Company will acquire all shares that remain subject to restrictions without consideration.
Categories and Number of Persons Covered
6 executive officers of the Company, 3,000 shares
Intended allottee's holding policy
The restriction period will be set at 50 years to achieve long-term sharing of value with shareholders. During the restriction period, the shares will be managed in dedicated accounts.
Payment date
7 August 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange Prime Market on 22 July 2026 was ¥68,590. The Company determined that the amount does not constitute a particularly favorable price. Discount rate/premium rate: Not disclosed
Procedures under the Corporate Code of Conduct
The resolution was approved by the Compensation Committee. The Company will file an extraordinary report under the Financial Instruments and Exchange Act. Obtaining an opinion from an independent third party and confirming shareholder intent: Not disclosed
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of new shares as restricted stock compensation
Number of shares to be issued or disposed of3,000 common shares (new shares)
Issue price and disposal price¥68,590 per share
Total issue value¥205,770,000
Amount of funds to be raisedTotal payment amount: ¥205,770,000 (estimated net proceeds: Not disclosed)
Specific use of fundsNot applicable (issuance for compensation purposes through contribution in kind of monetary claims)
Payment date7 August 2026
Intended allotteeName 6 executive officers of the Company / Number of Shares 3,000 shares
Intended allottee's holding policyThe restriction period will be set at 50 years to achieve long-term sharing of value with shareholders. During the restriction period, the shares will be managed in dedicated accounts.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange Prime Market on 22 July 2026 was ¥68,590. The Company determined that the amount does not constitute a particularly favorable price. Discount rate/premium rate: Not disclosed
Transfer restriction periodFrom 7 August 2026 to 6 August 2076 (50 years)
Conditions for lifting transfer restrictionsThe restrictions will be lifted in principle upon expiration of the restriction period, provided that the recipient continuously holds at least one of the positions of executive officer or director of the Company during the service period. If the recipient retires upon expiration of the term of office or for another legitimate reason, excluding voluntary retirement and including retirement due to death, the restrictions on the number of shares corresponding to the recipient's period of service will be lifted immediately after retirement. The shares will be subject to malus and clawback if a restatement of the financial statements is required due to a serious violation of laws or internal regulations or misconduct.
Reason for acquisition without considerationIf any shares remain subject to restrictions at the expiration of the restriction period or when the restrictions are lifted, the Company will acquire all such shares without consideration. If it is determined that a restatement of the financial statements is required due to a serious violation of laws or internal regulations or misconduct, the Company will acquire all shares that remain subject to restrictions without consideration.
Categories and Number of Persons Covered6 executive officers of the Company, 3,000 shares
Total Stock-Based CompensationTotal monetary claims: ¥205,770,000
Procedures under the Corporate Code of ConductThe resolution was approved by the Compensation Committee. The Company will file an extraordinary report under the Financial Instruments and Exchange Act. Obtaining an opinion from an independent third party and confirming shareholder intent: Not disclosed
Items this document does not state (12)
Estimated issuance expensesDilution RateTotal number of issued sharesExercise 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 grant the eligible recipients shares in kind as long-term incentive compensation and promote greater long-term 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 Regarding the Issuance of New Shares as Restricted Stock Compensation | DISCO CORPORATION (6146) timely disclosure | Komori