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
25320
Shares (maximum)Wording
Conditional
How definitive the wording is.Details of issuance or disposal
Disposal of treasury shares through a third-party allotment (disposal of treasury shares as restricted stock)
Who receives how much25,320Shares
25,320 common shares of the Company (maximum; the actual number of shares to be disposed of will be determined at a later date)
Anritsu Group Employee Stock Ownership Association25,320 shares (maximum)
The lower thin line represents the existing number of shares to which these shares will be added.
¥4,614.0 per share
Total issue value
¥116,826,480 (maximum; the actual total disposal amount will be determined at a later date)
Amount of funds to be raised
Total payment amount: ¥116,826,480; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary receivables: ¥116,826,480 (maximum)
発行済株式総数
0.02% of the total number of issued shares and 0.02% of the total number of voting rights (in both cases, based on a maximum of 25,320 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 31 August 2026 to 20 November 2029 (40 months)
Conditions for lifting transfer restrictions
Provided that the eligible employee remains a member of the employee stock ownership association continuously from 31 August 2026 to 20 November 2029, the transfer restrictions on the shares corresponding to the eligible employee's interest will be lifted on the expiration date of the restricted transfer period. If the employee leaves the association upon reaching the mandatory retirement age or for another prescribed reason, the restrictions will be lifted on a reasonable number of shares determined based on factors including the employee's period of service.
Reason for acquisition without consideration
At the expiration of the restricted transfer period or another prescribed time specified in the agreement, the Company will automatically acquire without consideration any of the allocated shares for which the transfer restrictions have not been lifted.
Categories and Number of Persons Covered
Eligible employees who are members of the employee stock ownership association and employees of the Company or its subsidiaries and who satisfy the prescribed conditions. Number of eligible employees: Not disclosed. Total number of shares to be allotted: 25,320 shares (maximum).
Intended allottee's holding policy
During the restricted transfer period, transfers, the creation of security interests and other dispositions will be prohibited. The restricted transfer period will run from 31 August 2026 to 20 November 2029.
Payment date
31 August 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Prime Market of the Tokyo Stock Exchange on 27 May 2026 was ¥4,614.0. The deviations from the average closing prices were 8.92% from the one-month average of ¥4,236, 33.74% from the three-month average of ¥3,450, and 59.10% from the six-month average of ¥2,900.
Procedures under the Corporate Code of Conduct
Because the dilution ratio is less than 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. All 4 directors who are Audit and Supervisory Committee members, including 3 outside directors, expressed the opinion that the disposal price is appropriate.
Impact on Business Performance
The impact of this disposal of treasury shares on business performance is Not disclosed
| Item | Details |
|---|---|
| Type of issuance or disposal | Disposal of treasury shares through a third-party allotment (disposal of treasury shares as restricted stock) |
| Number of shares to be issued or disposed of | 25,320 common shares of the Company (maximum; the actual number of shares to be disposed of will be determined at a later date) |
| Issue price and disposal price | ¥4,614.0 per share |
| Total issue value | ¥116,826,480 (maximum; the actual total disposal amount will be determined at a later date) |
| Amount of funds to be raised | Total payment amount: ¥116,826,480; estimated net proceeds: Not disclosed |
| Payment date | 31 August 2026 |
| Intended allottee | Name Anritsu Group Employee Stock Ownership Association / Number of Shares 25,320 shares (maximum) |
| Intended allottee's holding policy | During the restricted transfer period, transfers, the creation of security interests and other dispositions will be prohibited. The restricted transfer period will run from 31 August 2026 to 20 November 2029. |
| Dilution Rate | 0.02% of the total number of issued shares and 0.02% of the total number of voting rights (in both cases, based on a maximum of 25,320 shares) |
| Total number of issued shares | 135,870,594 shares (as of 31 March 2026) → Not disclosed |
| Basis for determining the amount to be paid | The closing price of the Company's common shares on the Prime Market of the Tokyo Stock Exchange on 27 May 2026 was ¥4,614.0. The deviations from the average closing prices were 8.92% from the one-month average of ¥4,236, 33.74% from the three-month average of ¥3,450, and 59.10% from the six-month average of ¥2,900. |
| Transfer restriction period | From 31 August 2026 to 20 November 2029 (40 months) |
| Conditions for lifting transfer restrictions | Provided that the eligible employee remains a member of the employee stock ownership association continuously from 31 August 2026 to 20 November 2029, the transfer restrictions on the shares corresponding to the eligible employee's interest will be lifted on the expiration date of the restricted transfer period. If the employee leaves the association upon reaching the mandatory retirement age or for another prescribed reason, the restrictions will be lifted on a reasonable number of shares determined based on factors including the employee's period of service. |
| Reason for acquisition without consideration | At the expiration of the restricted transfer period or another prescribed time specified in the agreement, the Company will automatically acquire without consideration any of the allocated shares for which the transfer restrictions have not been lifted. |
| Categories and Number of Persons Covered | Eligible employees who are members of the employee stock ownership association and employees of the Company or its subsidiaries and who satisfy the prescribed conditions. Number of eligible employees: Not disclosed. Total number of shares to be allotted: 25,320 shares (maximum). |
| Total Stock-Based Compensation | Total monetary receivables: ¥116,826,480 (maximum) |
| Procedures under the Corporate Code of Conduct | Because the dilution ratio is less than 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. All 4 directors who are Audit and Supervisory Committee members, including 3 outside directors, expressed the opinion that the disposal price is appropriate. |
| Impact on Business Performance | The impact of this disposal of treasury shares on business performance is Not disclosed |
Items this document does not state (10)
Estimated issuance expensesSpecific use of fundsExercise 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.To increase employees' motivation to contribute to enhancing the corporate value of the Company and its subsidiaries, and to encourage further enrollment in the employee stock ownership association.
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.