Details of issuance or disposal
Disposal of restricted treasury shares through a third-party allotment (restricted stock incentive for the Employee Shareholding Association)
Up to 21,300 shares of the Company's common stock (300 shares per eligible employee, up to 71 employees; the actual number will be determined based on the number of shares subscribed for)
The lower thin line represents the existing number of shares to which these shares will be added.
¥47,605,500 (maximum)
0.04% of total shares issued and 0.04% of total voting rights (based on the maximum number of 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.
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.
| Item | Details |
|---|---|
| Type of issuance or disposal | Disposal of restricted treasury shares through a third-party allotment (restricted stock incentive for the Employee Shareholding Association) |
| Number of shares to be issued or disposed of | Up to 21,300 shares of the Company's common stock (300 shares per eligible employee, up to 71 employees; the actual number will be determined based on the number of shares subscribed for) |
| Issue price and disposal price | ¥2,235 per share |
| Total issue value | ¥47,605,500 (maximum) |
| Amount of funds to be raised | Total amount paid: up to ¥47,605,500. Estimated net proceeds: not disclosed |
| Specific use of funds | Not disclosed (this is a special incentive payment, and no use as ordinary financing is specified) |
| Payment date | 7 August 2026 |
| Intended allottee | レイズネクスト Employee Shareholding Association, up to 21,300 shares |
| Intended allottee's holding policy | During the restricted period, the Association will manage the shares in a dedicated account and restrict the withdrawal of the eligible employees' restricted stock holdings. |
| Dilution Rate | 0.04% of total shares issued and 0.04% of total voting rights (based on the maximum number of shares) |
| Total number of issued shares | 54,168,053 shares (as of 31 March 2026) → Not disclosed |
| Basis for determining the amount to be paid | The closing price of ¥2,235 on the Tokyo Stock Exchange Prime Market on 24 June 2026, the business day preceding the date of the Board of Directors' resolution. The deviations from the average closing price were 0.27% for the one-month period (25 May to 24 June 2026), -1.93% for the three-month period (25 March to 24 June 2026), and -6.37% for the six-month period (25 December 2025 to 24 June 2026). |
| Transfer restriction period | From 7 August 2026 to 1 June 2029 |
| Conditions for lifting transfer restrictions | The transfer restrictions will be lifted upon expiry of the restricted period, provided that the eligible employee has continuously remained a member of the Association during the restricted period. The restrictions will also be lifted at the prescribed time in cases such as retirement for a legitimate reason or becoming a non-resident. |
| Reason for acquisition without consideration | If an eligible employee leaves the Association during the restricted period for any reason other than withdrawal for a legitimate reason, retires upon expiry of the contract period before 30 March 2027, violates laws or regulations, or otherwise falls under a circumstance specified in the allotment agreement. Shares for which the restrictions are not lifted upon expiry of the restricted period or at other applicable times will also be acquired without consideration. |
| Categories and Number of Persons Covered | New graduate employees of the Company for fiscal 2026 who agree to participate in this plan. Up to 71 employees, with 300 shares per employee. |
| Total Stock-Based Compensation | A monetary claim of ¥670,500 will be granted to each eligible employee (up to 71 employees; total maximum of ¥47,605,500). |
| Procedures under the Corporate Code of Conduct | Because the dilution ratio is below 25% and the transaction does not involve a change in the controlling shareholder, obtaining an opinion from an independent third party and procedures to confirm shareholders' intentions are not required. The Audit and Supervisory Committee, comprising 3 outside directors, expressed the opinion that the disposal price does not constitute a particularly favorable price and that the transaction is lawful. |
| Impact on Business Performance | No impact on business performance is stated. |
Items this document does not state (9)
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.The purpose is to celebrate eligible employees joining the Company, enhance engagement, support asset formation, provide incentives for the sustainable enhancement of corporate value, and share value with shareholders.