Komori
Share Issuance and Disposal6572OPEN Group,Inc.Information and Communications, Services and Others

Notice Regarding the Disposal of Treasury Shares as Restricted Stock Compensation and Performance-Linked Stock Compensation

The Company resolved to dispose of 78,239 treasury shares as restricted stock compensation and performance-linked stock compensation for 6 directors and 1 executive officer. Because payment will be made through an in-kind contribution of monetary compensation receivables, the Company will not raise any additional cash.

Worth reading
44Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
78239
Shares (disposal of treasury shares)
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation and performance-linked stock compensation

Who receives how much78,239Shares

78,239 shares of the Company's common stock (treasury shares)

Directors (excluding directors serving as Audit and Supervisory Committee members)2 / 13,869 shares
Directors serving as Audit and Supervisory Committee members4 / 14,999 shares
Executive officers1 / 49,371 shares

The height of each bar represents the proportion of shares received by each allottee. The thin line below represents the number of existing shares to which these shares are added.

¥199 per share
Total issue value

¥15,569,561

Amount of funds to be raised
Total payment amount: ¥15,569,561; estimated net proceeds: Not disclosed (no cash will be raised because payment will be made through an in-kind contribution)
Total Stock-Based Compensation
Total monetary compensation: ¥15,569,561
発行済株式総数

Not applicable (disposal of treasury 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 25 June 2026 until the later of the date three months after the end of the current fiscal year or the date on which the recipient ceases to hold any position as a director, executive officer, corporate officer or employee of the Company or any of its subsidiaries
Conditions for lifting transfer restrictions
Provided that the recipient continuously holds a position as a director, executive officer, corporate officer or employee of the Company's group throughout the service period from 25 June 2026 until immediately before the conclusion of the first annual shareholders meeting to be held thereafter, all of the allocated shares will be released from the transfer restrictions when the restriction period expires.
Reason for acquisition without consideration
If a recipient director or executive officer falls under any of the specified circumstances set forth in the allocation agreement, including ceasing to be a director of the Company or ceasing to hold the position of executive officer or employee before the end of the service period, the Company will acquire all of the allocated shares without consideration.
Categories and Number of Persons Covered
2 directors (excluding directors serving as Audit & Supervisory Committee members): 13,869 shares; 4 directors serving as Audit & Supervisory Committee members: 14,999 shares; 1 executive officer: 49,371 shares
Intended allottee's holding policy
During the restriction period, the shares may not be transferred, pledged or otherwise disposed of. During the restriction period, they will be managed in a dedicated account at SMBC Nikko Securities Inc.
Payment date
25 June 2026
Basis for determining the amount to be paid
The closing price of the Company's shares on the Tokyo Stock Exchange on the business day immediately preceding the date of the Board of Directors' resolution, 25 May 2026, was ¥199. The discount and premium rates are 0%.
Procedures under the Corporate Code of Conduct
At the 23rd Annual General Meeting of Shareholders held on 27 May 2022, approval was obtained for the maximum amount of monetary compensation and the maximum number of shares under this system. The current disposal was resolved by the Board of Directors. Whether an independent third-party opinion was obtained: Not disclosed.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares as restricted stock compensation and performance-linked stock compensation
Number of shares to be issued or disposed of78,239 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥199 per share
Total issue value¥15,569,561
Amount of funds to be raisedTotal payment amount: ¥15,569,561; estimated net proceeds: Not disclosed (no cash will be raised because payment will be made through an in-kind contribution)
Payment date25 June 2026
Intended allotteeName Directors (excluding directors serving as Audit and Supervisory Committee members) / Number of Employees 2 / Number of Shares 13,869 shares, Name Directors serving as Audit and Supervisory Committee members / Number of Employees 4 / Number of Shares 14,999 shares, Name Executive officers / Number of Employees 1 / Number of Shares 49,371 shares
Intended allottee's holding policyDuring the restriction period, the shares may not be transferred, pledged or otherwise disposed of. During the restriction period, they will be managed in a dedicated account at SMBC Nikko Securities Inc.
Dilution RateNot applicable (disposal of treasury shares)
Basis for determining the amount to be paidThe closing price of the Company's shares on the Tokyo Stock Exchange on the business day immediately preceding the date of the Board of Directors' resolution, 25 May 2026, was ¥199. The discount and premium rates are 0%.
Transfer restriction periodFrom 25 June 2026 until the later of the date three months after the end of the current fiscal year or the date on which the recipient ceases to hold any position as a director, executive officer, corporate officer or employee of the Company or any of its subsidiaries
Conditions for lifting transfer restrictionsProvided that the recipient continuously holds a position as a director, executive officer, corporate officer or employee of the Company's group throughout the service period from 25 June 2026 until immediately before the conclusion of the first annual shareholders meeting to be held thereafter, all of the allocated shares will be released from the transfer restrictions when the restriction period expires.
Reason for acquisition without considerationIf a recipient director or executive officer falls under any of the specified circumstances set forth in the allocation agreement, including ceasing to be a director of the Company or ceasing to hold the position of executive officer or employee before the end of the service period, the Company will acquire all of the allocated shares without consideration.
Categories and Number of Persons Covered2 directors (excluding directors serving as Audit & Supervisory Committee members): 13,869 shares; 4 directors serving as Audit & Supervisory Committee members: 14,999 shares; 1 executive officer: 49,371 shares
Total Stock-Based CompensationTotal monetary compensation: ¥15,569,561
Procedures under the Corporate Code of ConductAt the 23rd Annual General Meeting of Shareholders held on 27 May 2022, approval was obtained for the maximum amount of monetary compensation and the maximum number of shares under this system. The current disposal was resolved by the Board of Directors. Whether an independent third-party opinion was obtained: Not disclosed.
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsTotal 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.

The Company will grant stock-based compensation after considering its performance, the recipients' contributions and other relevant factors, with the aim of fostering greater awareness of value creation and sharing interests with shareholders.

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Notice Regarding the Disposal of Treasury Shares as Restricted Stock Compensation and Performance-Linked Stock Compensation | OPEN Group,Inc. (6572) timely disclosure | Komori