Worth reading
51Recurring
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
3.95
Dilution ratio relative to total shares issued (%)Wording
Conditional
How definitive the wording is.Details of issuance or disposal
Disposal of treasury shares by third-party allotment (restricted stock incentives for the employee stock ownership plan)
Who receives how much287,500Shares
287,500 shares of the Company's common stock (maximum; the actual number of shares to be disposed of will be determined based on the number of eligible employees)
池上通信機従業員持株会287,500 shares (maximum)
The lower thin line represents the existing number of shares to which these shares will be added.
¥661 per share
Total issue value
¥190,037,500 (maximum)
Amount of funds to be raised
Total payment amount of ¥190,037,500 (maximum); estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Monetary receivables of ¥330,500 per eligible employee. The total amount will be determined based on the number of eligible employees (equivalent to a maximum of ¥190,037,500).
発行済株式総数
3.95% of total shares issued and 4.51% of total voting rights (both based on the maximum number of shares to be disposed of)
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 1 December 2026 to 30 November 2031 (5 years)
Conditions for lifting transfer restrictions
Provided that an eligible employee remains a member of the employee stock ownership association throughout the transfer restriction period, all of the allocated shares corresponding to that employee's interest in the restricted stock will be released from the transfer restrictions when the transfer restriction period expires. The restrictions will be released at the applicable prescribed time if the employee withdraws from the association for a valid reason or becomes a non-resident.
Reason for acquisition without consideration
If, during the restricted stock period, an eligible employee engages in a violation of laws or regulations or otherwise becomes subject to any of the specified events set out in the relevant allocation agreement. This also applies if, upon expiration of the restricted stock period or at a prescribed time when the restrictions are lifted, there are shares for which the restrictions have not been lifted.
Categories and Number of Persons Covered
Up to 575 employees of the Company and its subsidiaries, 500 shares per person (the actual number of eligible employees will be determined at a later date)
Intended allottee's holding policy
During the transfer restriction period, transfers, the creation of security interests and other dispositions will be prohibited, and the shares will be managed in a dedicated account. Withdrawals of eligible employees' membership interests will also be restricted.
Payment date
1 December 2026
Basis for determining the amount to be paid
The closing price of ¥661 on 5 August 2026, the business day preceding the date of the Board of Directors' resolution, on the Tokyo Stock Exchange Standard Market. The deviations from the average closing price were 2.48% for the one-month period from 6 July to 5 August 2026, 0.30% for the three-month period from 7 May to 5 August 2026, and -7.16% for the six-month period from 6 February to 5 August 2026.
Procedures under the Corporate Code of Conduct
Because the dilution rate is below 25% and the transaction does not involve a change in the controlling shareholder, obtaining an opinion from an independent third party and conducting procedures to confirm shareholders' intentions are not required. All 3 audit & supervisory board members, including 2 outside audit & supervisory board members, expressed the opinion that the disposal price does not constitute a particularly favourable price and that the transaction is lawful.
| Item | Details |
|---|---|
| Type of issuance or disposal | Disposal of treasury shares by third-party allotment (restricted stock incentives for the employee stock ownership plan) |
| Number of shares to be issued or disposed of | 287,500 shares of the Company's common stock (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 | ¥661 per share |
| Total issue value | ¥190,037,500 (maximum) |
| Amount of funds to be raised | Total payment amount of ¥190,037,500 (maximum); estimated net proceeds: Not disclosed |
| Payment date | 1 December 2026 |
| Intended allottee | Name 池上通信機従業員持株会 / Number of Shares 287,500 shares (maximum) |
| Intended allottee's holding policy | During the transfer restriction period, transfers, the creation of security interests and other dispositions will be prohibited, and the shares will be managed in a dedicated account. Withdrawals of eligible employees' membership interests will also be restricted. |
| Dilution Rate | 3.95% of total shares issued and 4.51% of total voting rights (both based on the maximum number of shares to be disposed of) |
| Total number of issued shares | 7,285,746 shares (as of 31 March 2026) → Not disclosed |
| Basis for determining the amount to be paid | The closing price of ¥661 on 5 August 2026, the business day preceding the date of the Board of Directors' resolution, on the Tokyo Stock Exchange Standard Market. The deviations from the average closing price were 2.48% for the one-month period from 6 July to 5 August 2026, 0.30% for the three-month period from 7 May to 5 August 2026, and -7.16% for the six-month period from 6 February to 5 August 2026. |
| Transfer restriction period | From 1 December 2026 to 30 November 2031 (5 years) |
| Conditions for lifting transfer restrictions | Provided that an eligible employee remains a member of the employee stock ownership association throughout the transfer restriction period, all of the allocated shares corresponding to that employee's interest in the restricted stock will be released from the transfer restrictions when the transfer restriction period expires. The restrictions will be released at the applicable prescribed time if the employee withdraws from the association for a valid reason or becomes a non-resident. |
| Reason for acquisition without consideration | If, during the restricted stock period, an eligible employee engages in a violation of laws or regulations or otherwise becomes subject to any of the specified events set out in the relevant allocation agreement. This also applies if, upon expiration of the restricted stock period or at a prescribed time when the restrictions are lifted, there are shares for which the restrictions have not been lifted. |
| Categories and Number of Persons Covered | Up to 575 employees of the Company and its subsidiaries, 500 shares per person (the actual number of eligible employees will be determined at a later date) |
| Total Stock-Based Compensation | Monetary receivables of ¥330,500 per eligible employee. The total amount will be determined based on the number of eligible employees (equivalent to a maximum of ¥190,037,500). |
| Procedures under the Corporate Code of Conduct | Because the dilution rate is below 25% and the transaction does not involve a change in the controlling shareholder, obtaining an opinion from an independent third party and conducting procedures to confirm shareholders' intentions are not required. All 3 audit & supervisory board members, including 2 outside audit & supervisory board members, expressed the opinion that the disposal price does not constitute a particularly favourable price and that the transaction is lawful. |
Items this document does not state (11)
Estimated 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 support employee welfare and wealth accumulation, foster awareness of enhancing corporate value and sharing value with shareholders, and improve employee engagement and human capital.
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.