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Share Issuance and Disposal6195HOPE,INC.Information and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to dispose of 100,000 treasury shares to 3 directors as restricted stock compensation. The shares may not be transferred for 3 years, and the transfer restrictions will generally be lifted subject to continued service as a director or employee.

Worth reading
39Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
100000
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much100,000Shares

100,000 common shares of treasury stock

3 directors (excluding outside directors)100,000 shares

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

¥210 per share
Total issue value

¥21,000,000

Total Stock-Based Compensation
Total monetary compensation claims of ¥21,000,000 (the annual cap on total compensation and other remuneration is ¥100 million)
発行済株式総数

No increase (disposal of treasury shares)

As this is a disposal of treasury shares, the total number of issued shares will not increase

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
3 years (24 July 2026 to 23 July 2029)
Conditions for lifting transfer restrictions
Provided that, throughout the transfer restriction period, the recipient continuously holds one of the positions of director, executive officer or employee of the Company or one of its subsidiaries, all of the shares held will be released from the transfer restrictions upon expiration of the period. In the event of retirement or resignation for a valid reason or other such circumstance, the restrictions will be lifted in proportion to the number of months of service divided by 36.
Reason for acquisition without consideration
If, before expiration of the transfer restriction period, the recipient retires or resigns from all positions as a director, executive officer and employee of the Company and its subsidiaries for any reason other than a valid reason or death. Even in the event of retirement or resignation for a valid reason or death, if any shares remain outside the scope of the release. If any shares remain subject to transfer restrictions at the time of expiration of the period. If, following the lifting of transfer restrictions in connection with a corporate reorganization or other such event, any shares remain subject to transfer restrictions.
Offering structure
Underwriter / lead underwriter
Mizuho Securities Co., Ltd. (share administration account)
Categories and Number of Persons Covered
3 directors (excluding outside directors), totaling 100,000 shares
Intended allottee's holding policy
From 24 July 2026 through 23 July 2029, the shares may not be transferred, pledged, used to establish a security interest by transfer, gifted inter vivos, bequeathed or otherwise disposed of. Until the transfer restrictions are lifted, the shares will be held and maintained in a designated account at Mizuho Securities Co., Ltd.
Payment date
24 July 2026
Basis for determining the amount to be paid
The closing price of the Company’s common shares on the Tokyo Stock Exchange on 29 June 2026, the business day preceding the date of the Board of Directors’ resolution, was ¥210. No discount or premium applies.
Procedures under the Corporate Code of Conduct
At the 33rd Annual General Meeting of Shareholders held on 26 June 2026, approval was obtained regarding the total amount of monetary compensation claims, the maximum total number of restricted stock shares, the transfer restriction period and other matters.
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 of100,000 common shares of treasury stock
Issue price and disposal price¥210 per share
Total issue value¥21,000,000
Payment date24 July 2026
Intended allotteeCategory 3 directors (excluding outside directors) / Number of Shares 100,000 shares
Intended allottee's holding policyFrom 24 July 2026 through 23 July 2029, the shares may not be transferred, pledged, used to establish a security interest by transfer, gifted inter vivos, bequeathed or otherwise disposed of. Until the transfer restrictions are lifted, the shares will be held and maintained in a designated account at Mizuho Securities Co., Ltd.
Dilution RateAs this is a disposal of treasury shares, the total number of issued shares will not increase
Total number of issued sharesNo increase (disposal of treasury shares)
Basis for determining the amount to be paidThe closing price of the Company’s common shares on the Tokyo Stock Exchange on 29 June 2026, the business day preceding the date of the Board of Directors’ resolution, was ¥210. No discount or premium applies.
Transfer restriction period3 years (24 July 2026 to 23 July 2029)
Conditions for lifting transfer restrictionsProvided that, throughout the transfer restriction period, the recipient continuously holds one of the positions of director, executive officer or employee of the Company or one of its subsidiaries, all of the shares held will be released from the transfer restrictions upon expiration of the period. In the event of retirement or resignation for a valid reason or other such circumstance, the restrictions will be lifted in proportion to the number of months of service divided by 36.
Reason for acquisition without considerationIf, before expiration of the transfer restriction period, the recipient retires or resigns from all positions as a director, executive officer and employee of the Company and its subsidiaries for any reason other than a valid reason or death. Even in the event of retirement or resignation for a valid reason or death, if any shares remain outside the scope of the release. If any shares remain subject to transfer restrictions at the time of expiration of the period. If, following the lifting of transfer restrictions in connection with a corporate reorganization or other such event, any shares remain subject to transfer restrictions.
Categories and Number of Persons Covered3 directors (excluding outside directors), totaling 100,000 shares
Total Stock-Based CompensationTotal monetary compensation claims of ¥21,000,000 (the annual cap on total compensation and other remuneration is ¥100 million)
Underwriter / lead underwriterMizuho Securities Co., Ltd. (share administration account)
Procedures under the Corporate Code of ConductAt the 33rd Annual General Meeting of Shareholders held on 26 June 2026, approval was obtained regarding the total amount of monetary compensation claims, the maximum total number of restricted stock shares, the transfer restriction period and other matters.
Items this document does not state (11)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsOverallotmentStock 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 provide an incentive to achieve sustained growth in corporate value and promote value sharing with shareholders. The arrangement is also intended to share with shareholders the benefits and risks of share price fluctuations and increase recipients’ motivation to contribute to higher share prices and improved corporate value.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | HOPE,INC. (6195) timely disclosure | Komori