Komori
Share Issuance and Disposal6479MINEBEA MITSUMI Inc.Electrical and Precision Instruments

Notice Regarding the Disposal of Treasury Shares as Restricted Stock Incentives for the Employee Stock Ownership Association

The Board of Directors resolved to dispose of up to 214,200 treasury shares as restricted stock incentives through the employee shareholding association. The actual number of shares and total disposal amount will be determined based on the number of employees who agree to participate in the scheme.

Worth reading
50Recurring
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
0.05
% (dilution relative to total shares outstanding, based on the maximum number of shares to be disposed of)
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Disposal of restricted treasury shares through a third-party allotment (for the employee stock ownership plan)

Who receives how much214,200Shares

214,200 common shares of the company (maximum; the actual number of shares to be disposed of will be determined based on the number of eligible employees)

MinebeaMitsumi Employees’ Shareholding Association214,200 shares (maximum)

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

¥2,906.5 per share
Total issue value

¥622,572,300 (maximum; the actual total disposal amount will be determined based on the number of shares subscribed for)

Total Stock-Based Compensation
A monetary claim of ¥52,317 will be granted uniformly to each eligible employee.
発行済株式総数

0.05% (based on the maximum number of shares to be disposed of relative to total shares outstanding as of 30 September 2026; also 0.05% relative to total voting rights)

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 29 January 2027 to 31 January 2030
Conditions for lifting transfer restrictions
If an eligible employee remains a member of the employee shareholding association throughout the restricted transfer period, the restrictions will be lifted when the period expires. The restrictions will also be lifted when the employee leaves the association due to mandatory retirement, appointment as an officer or another valid reason, or upon the decision to become a non-resident.
Reason for acquisition without consideration
If, during the restricted transfer period, the employee commits a violation of laws or regulations or otherwise falls under certain circumstances stipulated in the allocation agreement, or if the restrictions are not lifted when the restricted transfer period expires or at the time the restrictions are otherwise lifted.
Categories and Number of Persons Covered
Up to 11,900 employees of the company and its subsidiaries. Each eligible employee will be allocated 18 shares.
Intended allottee's holding policy
During the restricted transfer period, transfers, the creation of security interests and other dispositions are prohibited, and the shares will be managed in a designated account. Eligible employees will be restricted from withdrawing their restricted stock interests under the rules of the employee shareholding association and other applicable rules.
Payment date
29 January 2027
Basis for determining the amount to be paid
The closing price of ¥2,906.5 on the Prime Market of the Tokyo Stock Exchange on 5 November 2026, the business day preceding the date of the Board of Directors’ resolution. This represented a decline of 12.80% from the one-month average of ¥3,333, 15.85% from the three-month average of ¥3,454, and 24.94% from the six-month average of ¥3,872.
Procedures under the Corporate Code of Conduct
Because the dilution is less than 25% and does not involve a change in the controlling shareholder, it is not necessary to obtain an opinion from an independent third party or conduct procedures to confirm shareholders’ intentions. All 4 audit and supervisory board members expressed the opinion that the disposal price is lawful.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of restricted treasury shares through a third-party allotment (for the employee stock ownership plan)
Number of shares to be issued or disposed of214,200 common shares of the company (maximum; the actual number of shares to be disposed of will be determined based on the number of eligible employees)
Issue price and disposal price¥2,906.5 per share
Total issue value¥622,572,300 (maximum; the actual total disposal amount will be determined based on the number of shares subscribed for)
Payment date29 January 2027
Intended allotteeName MinebeaMitsumi Employees’ Shareholding Association / Number of Shares 214,200 shares (maximum)
Intended allottee's holding policyDuring the restricted transfer period, transfers, the creation of security interests and other dispositions are prohibited, and the shares will be managed in a designated account. Eligible employees will be restricted from withdrawing their restricted stock interests under the rules of the employee shareholding association and other applicable rules.
Dilution Rate0.05% (based on the maximum number of shares to be disposed of relative to total shares outstanding as of 30 September 2026; also 0.05% relative to total voting rights)
Total number of issued shares427,080,606 shares (as of 30 September 2026) → Not disclosed
Basis for determining the amount to be paidThe closing price of ¥2,906.5 on the Prime Market of the Tokyo Stock Exchange on 5 November 2026, the business day preceding the date of the Board of Directors’ resolution. This represented a decline of 12.80% from the one-month average of ¥3,333, 15.85% from the three-month average of ¥3,454, and 24.94% from the six-month average of ¥3,872.
Transfer restriction periodFrom 29 January 2027 to 31 January 2030
Conditions for lifting transfer restrictionsIf an eligible employee remains a member of the employee shareholding association throughout the restricted transfer period, the restrictions will be lifted when the period expires. The restrictions will also be lifted when the employee leaves the association due to mandatory retirement, appointment as an officer or another valid reason, or upon the decision to become a non-resident.
Reason for acquisition without considerationIf, during the restricted transfer period, the employee commits a violation of laws or regulations or otherwise falls under certain circumstances stipulated in the allocation agreement, or if the restrictions are not lifted when the restricted transfer period expires or at the time the restrictions are otherwise lifted.
Categories and Number of Persons CoveredUp to 11,900 employees of the company and its subsidiaries. Each eligible employee will be allocated 18 shares.
Total Stock-Based CompensationA monetary claim of ¥52,317 will be granted uniformly to each eligible employee.
Procedures under the Corporate Code of ConductBecause the dilution is less than 25% and does not involve a change in the controlling shareholder, it is not necessary to obtain an opinion from an independent third party or conduct procedures to confirm shareholders’ intentions. All 4 audit and supervisory board members expressed the opinion that the disposal price is lawful.
Items this document does not state (12)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsExercise 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 commemorate the company’s 75th anniversary, support asset formation by eligible employees, provide incentives for the sustainable enhancement of corporate value, and promote value sharing 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.