Details of issuance or disposal
Disposal of treasury shares as restricted stock compensation
33,690 shares of the Company’s common stock (treasury 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.
¥30,455,760
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.
| Item | Details |
|---|---|
| Type of issuance or disposal | Disposal of treasury shares as restricted stock compensation |
| Number of shares to be issued or disposed of | 33,690 shares of the Company’s common stock (treasury shares) |
| Issue price and disposal price | ¥904 per share |
| Total issue value | ¥30,455,760 |
| Amount of funds to be raised | As the disposal is made through in-kind contributions of monetary compensation receivables, this is not a conventional financing. Total monetary compensation receivables: ¥30,455,760 (directors: ¥10,848,000; executive officers and employees: ¥19,607,760) |
| Payment date | 20 August 2026 |
| Intended allottee | Name 3 directors of the Company, excluding directors serving as Audit and Supervisory Committee Members and outside directors / Number of Shares 12,000 shares, Name 5 Company executive officers / Number of Shares 12,000 shares, Name 64 Company employees / Number of Shares 9,690 shares |
| Intended allottee's holding policy | All of the shares allocated under this arrangement will be held and maintained in a dedicated account opened with Mizuho Securities Co., Ltd. until the transfer restrictions are lifted. During the restriction period, the shares may not be transferred, pledged, donated inter vivos or otherwise disposed of. |
| Basis for determining the amount to be paid | The closing price of the Company’s common stock on the Tokyo Stock Exchange on 22 July 2026, the business day immediately preceding the date of the Board of Directors’ resolution, was ¥904, after applying the stock split. No discount or premium applies. |
| Transfer restriction period | For the covered directors and executive officers, from the payment date until the later of the date on which they retire from their positions as directors or other positions specified by the Board of Directors, or the date falling more than 3 months after the end of the fiscal year containing the payment date. For the covered employees, until the later of the date on which they retire from their employee positions or the date falling more than 3 months after the end of that fiscal year. |
| Conditions for lifting transfer restrictions | For the covered directors and executive officers, they must continuously hold the position of director or executive officer from the payment date until the conclusion of the first Annual General Meeting of Shareholders held thereafter, or retire due to death. For the covered employees, they must remain in the position of executive officer or employee without taking leave of absence and, upon retirement or transfer to another company, have completed 5 years, excluding periods of leave of absence, since assuming a managerial position at the Company. |
| Reason for acquisition without consideration | If a recipient retires or leaves employment from the prescribed position without a legitimate reason; if there are shares for which the transfer restrictions are not lifted because the release conditions have not been satisfied; if the recipient is sentenced to imprisonment or a more serious penalty during the transfer restriction period; if the recipient causes damage to the Company intentionally or through gross negligence; if the recipient damages corporate value or violates the principle of good faith; or if the Board of Directors otherwise determines that the Company should acquire the shares without consideration. |
| Categories and Number of Persons Covered | Category Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 3 / Number of allocated shares 12,000 shares, Category Executive officers of the Company / Number of Employees 5 / Number of allocated shares 12,000 shares, Category The Company's employees / Number of Employees 64 people / Number of allocated shares 9,690 shares |
| Total Stock-Based Compensation | Monetary compensation receivables of ¥10,848,000 for the directors and ¥19,607,760 for the executive officers and employees. The annual compensation limit for the covered directors is ¥30 million. |
| Stock Split Ratio | A 1-for-3 stock split. Record date: 31 July 2026; effective date: 1 August 2026. |
| Procedures under the Corporate Code of Conduct | At the 97th Annual General Meeting of Shareholders held on 23 June 2023, approval was obtained for the payment of monetary compensation receivables to the covered directors and the maximum number of shares. The disposal was resolved at a Board of Directors’ meeting held on 23 July 2026. The acquisition of an opinion from an independent third party is Not disclosed. |
| Impact on Business Performance | The impact of this disposal of treasury shares on business performance is Not disclosed |
Items this document does not state (11)
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 enhance the recipients’ awareness of their participation in management by having them hold the Company’s shares, deepen the sharing of value with shareholders, and increase corporate value over the medium to long term.