Worth reading
64In focus
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
75400
Shares (maximum)Wording
Conditional
How definitive the wording is.Details of issuance or disposal
Issuance of new shares by way of a third-party allotment as a restricted stock incentive for the Employee Stock Ownership Association
Who receives how much75,400Shares
75,400 shares of the Company's common stock (maximum; the actual number of shares to be issued will be the number of shares subscribed for as determined by the Employee Stock Ownership Association)
鈴木 Employee Stock Ownership Association (75,400 shares, maximum)
The lower thin line represents the existing number of shares to which these shares will be added.
¥3,145 per share
Total issue value
¥237,133,000 (maximum)
Amount of funds to be raised
Total subscription payment of ¥237,133,000 (maximum). Estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Each eligible employee will receive a monetary claim of ¥314,500 (maximum of 754 employees). The total amount is ¥237,133,000 at maximum.
Existing Shares and Increase
+0.52%Rate of increase
14,404,400 shares14,479,800Shares
0.52% of total issued shares and 0.53% of total voting rights (based on the maximum number of shares to be issued)
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 18 December 2026 to 30 November 2031
Conditions for lifting transfer restrictions
Provided that an eligible employee remains a member of the Employee Stock Ownership Association throughout the restriction period, all transfer restrictions on the allocated shares corresponding to that employee's restricted stock interest will be lifted upon expiration of the restriction period. If an employee leaves the association upon reaching retirement age or for another legitimate reason, the transfer restrictions will be lifted on the date the withdrawal application is accepted. If an employee becomes a non-resident due to an overseas transfer or other reason, the transfer restrictions will be lifted on the date the overseas transfer or other event is decided.
Reason for acquisition without consideration
If an eligible employee engages in an act violating laws or regulations during the restriction period or otherwise meets certain conditions stipulated in the allocation agreement. This also applies if any allocated shares remain subject to transfer restrictions when the restriction period expires or when the restrictions are lifted due to withdrawal from the association or becoming a non-resident.
Categories and Number of Persons Covered
754 eligible employees of the Company and its subsidiaries (maximum) are expected to receive 100 shares each. The actual number of employees and shares will be determined based on the number of employees who agree to participate in the scheme.
Intended allottee's holding policy
The shares will be held by the Employee Stock Ownership Association and managed in a dedicated account opened with Nomura Securities Co., Ltd. during the restriction period. Eligible employees will be restricted from withdrawing their restricted stock interests until the transfer restrictions are lifted.
Payment date
18 December 2026
Basis for determining the amount to be paid
The closing price of ¥3,145 on the Prime Market of the Tokyo Stock Exchange on 7 August 2026, the business day preceding the date of the Board of Directors' resolution. The deviations from the average closing price were 2.24% for the one-month period from 8 July to 7 August 2026, -1.50% for the three-month period from 8 May to 7 August 2026, and 3.39% for the six-month period from 9 February to 7 August 2026.
Procedures under the Corporate Code of Conduct
Because the dilution rate 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 conducting a procedure to confirm shareholders' intentions are not required. The Audit and Supervisory Committee expressed the opinion that the subscription price is not particularly favorable and is lawful.
Impact on Business Performance
The specific amount of the impact on financial results from this issuance of new shares is Not disclosed. The Company believes that the scheme will contribute to increasing the corporate value of the Group.
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance of new shares by way of a third-party allotment as a restricted stock incentive for the Employee Stock Ownership Association |
| Number of shares to be issued or disposed of | 75,400 shares of the Company's common stock (maximum; the actual number of shares to be issued will be the number of shares subscribed for as determined by the Employee Stock Ownership Association) |
| Issue price and disposal price | ¥3,145 per share |
| Total issue value | ¥237,133,000 (maximum) |
| Amount of funds to be raised | Total subscription payment of ¥237,133,000 (maximum). Estimated net proceeds: Not disclosed |
| Payment date | 18 December 2026 |
| Intended allottee | 鈴木 Employee Stock Ownership Association (75,400 shares, maximum) |
| Intended allottee's holding policy | The shares will be held by the Employee Stock Ownership Association and managed in a dedicated account opened with Nomura Securities Co., Ltd. during the restriction period. Eligible employees will be restricted from withdrawing their restricted stock interests until the transfer restrictions are lifted. |
| Dilution Rate | 0.52% of total issued shares and 0.53% of total voting rights (based on the maximum number of shares to be issued) |
| Total number of issued shares | 14,404,400 shares → 14,479,800 shares (based on the maximum number of shares to be issued)（0.52％） |
| Basis for determining the amount to be paid | The closing price of ¥3,145 on the Prime Market of the Tokyo Stock Exchange on 7 August 2026, the business day preceding the date of the Board of Directors' resolution. The deviations from the average closing price were 2.24% for the one-month period from 8 July to 7 August 2026, -1.50% for the three-month period from 8 May to 7 August 2026, and 3.39% for the six-month period from 9 February to 7 August 2026. |
| Transfer restriction period | From 18 December 2026 to 30 November 2031 |
| Conditions for lifting transfer restrictions | Provided that an eligible employee remains a member of the Employee Stock Ownership Association throughout the restriction period, all transfer restrictions on the allocated shares corresponding to that employee's restricted stock interest will be lifted upon expiration of the restriction period. If an employee leaves the association upon reaching retirement age or for another legitimate reason, the transfer restrictions will be lifted on the date the withdrawal application is accepted. If an employee becomes a non-resident due to an overseas transfer or other reason, the transfer restrictions will be lifted on the date the overseas transfer or other event is decided. |
| Reason for acquisition without consideration | If an eligible employee engages in an act violating laws or regulations during the restriction period or otherwise meets certain conditions stipulated in the allocation agreement. This also applies if any allocated shares remain subject to transfer restrictions when the restriction period expires or when the restrictions are lifted due to withdrawal from the association or becoming a non-resident. |
| Categories and Number of Persons Covered | 754 eligible employees of the Company and its subsidiaries (maximum) are expected to receive 100 shares each. The actual number of employees and shares will be determined based on the number of employees who agree to participate in the scheme. |
| Total Stock-Based Compensation | Each eligible employee will receive a monetary claim of ¥314,500 (maximum of 754 employees). The total amount is ¥237,133,000 at maximum. |
| Procedures under the Corporate Code of Conduct | Because the dilution rate 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 conducting a procedure to confirm shareholders' intentions are not required. The Audit and Supervisory Committee expressed the opinion that the subscription price is not particularly favorable and is lawful. |
| Impact on Business Performance | The specific amount of the impact on financial results from this issuance of new shares is Not disclosed. The Company believes that the scheme will contribute to increasing the corporate value of the Group. |
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 support the asset building of eligible employees, provide them with an incentive to contribute to the sustainable enhancement of the Company's corporate value, and promote the sharing of value between eligible employees and 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.