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Share Issuance and Disposal6379RAIZNEXT CorporationConstruction and Materials

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Incentives for the Employee Stock Ownership Plan

The Company resolved to dispose of up to 21,300 treasury shares as restricted stock for eligible employees, with the Employee Shareholding Association as the allotment recipient. The actual number of shares and total disposal price will be determined based on the number of new graduate employees who agree to participate in the plan.

Worth reading
48Recurring
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
21300
Shares (maximum)
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Disposal of restricted treasury shares through a third-party allotment (restricted stock incentive for the Employee Shareholding Association)

Who receives how much

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)

レイズネクスト Employee Shareholding Association, up to 21,300 shares

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

¥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
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).
Specific use of funds
Not disclosed (this is a special incentive payment, and no use as ordinary financing is specified)
発行済株式総数

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.

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 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.
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.
Payment date
7 August 2026
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).
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.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal 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 ofUp 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 raisedTotal amount paid: up to ¥47,605,500. Estimated net proceeds: not disclosed
Specific use of fundsNot disclosed (this is a special incentive payment, and no use as ordinary financing is specified)
Payment date7 August 2026
Intended allotteeレイズネクスト Employee Shareholding Association, up to 21,300 shares
Intended allottee's holding policyDuring 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 Rate0.04% of total shares issued and 0.04% of total voting rights (based on the maximum number of shares)
Total number of issued shares54,168,053 shares (as of 31 March 2026) → Not disclosed
Basis for determining the amount to be paidThe 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 periodFrom 7 August 2026 to 1 June 2029
Conditions for lifting transfer restrictionsThe 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 considerationIf 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 CoveredNew 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 CompensationA 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 ConductBecause 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 PerformanceNo impact on business performance is stated.
Items this document does not state (9)
Estimated issuance expensesExercise 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.

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.

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.
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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 Incentives for the Employee Stock Ownership Plan | RAIZNEXT Corporation (6379) timely disclosure | Komori