Komori
Share Issuance and Disposal6875MegaChips CorporationElectrical Equipment and Precision Instruments

Notice Concerning the Disposal of Treasury Shares Under the Restricted Stock Grant Plan for Company Employees Through the Employee Stock Ownership Plan

The Company resolved to dispose of up to 29,900 treasury shares to grant restricted stock to its employees through the employee shareholding association. The actual number of shares and total disposal amount will be determined at a later date based on the number of employees consenting to participate in the plan.

Worth reading
49Recurring
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
29900
Shares (maximum)
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock through the employee shareholding association

Who receives how much29,900Shares

29,900 common shares of the Company (maximum)

Megachips Employee Shareholding Association29,900 shares (maximum)

The lower thin line represents the existing number of shares to which these shares will be added.

¥10,520 per share
Amount of funds to be raised

Total payment amount: ¥314,548,000; approximate net proceeds: Not disclosed

Total Stock-Based Compensation
¥314,548,000 in monetary claims to be paid as a special incentive payment (maximum)
発行済株式総数

0.16% of total issued shares and 0.20% of total voting rights (based on the maximum number of 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 the disposal date through 1 July 2030
Conditions for lifting transfer restrictions
Provided that the eligible employee remains a member of the employee shareholding association throughout the transfer restriction period, the transfer restrictions on all of the allocated shares corresponding to the number of shares held by the eligible employee who has satisfied the conditions will be lifted upon expiration of the transfer restriction period.
Reason for acquisition without consideration
All allocated shares for which the transfer restrictions have not been lifted upon expiration of the transfer restriction period will be acquired without consideration.
Categories and Number of Persons Covered
Eligible employees (the number will be determined after confirmation of consent is completed); allocated shares: 29,900 (maximum)
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, including withdrawals by the eligible employees, pledged or otherwise disposed of. The transfer restriction period runs from the disposal date through 1 July 2030.
Payment date
25 August 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange Prime Market on 25 June 2026 was ¥10,520. The deviations from the simple average closing price were -7.99% for the one-month period from 26 May to 25 June 2026, 0.45% for the three-month period from 26 March to 25 June 2026, and 9.66% for the six-month period from 26 December 2025 to 25 June 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, it is not necessary to obtain an opinion from an independent third party or confirm shareholders' intentions. All 4 Audit & Supervisory Board Members expressed the opinion that the disposal price was appropriate.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares as restricted stock through the employee shareholding association
Number of shares to be issued or disposed of29,900 common shares of the Company (maximum)
Issue price and disposal price¥10,520 per share
Amount of funds to be raisedTotal payment amount: ¥314,548,000; approximate net proceeds: Not disclosed
Payment date25 August 2026
Intended allotteeName Megachips Employee Shareholding Association / Number of Shares 29,900 shares (maximum)
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, including withdrawals by the eligible employees, pledged or otherwise disposed of. The transfer restriction period runs from the disposal date through 1 July 2030.
Dilution Rate0.16% of total issued shares and 0.20% of total voting rights (based on the maximum number of shares)
Total number of issued shares19,046,900 shares (as of 31 March 2026) → Not disclosed
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange Prime Market on 25 June 2026 was ¥10,520. The deviations from the simple average closing price were -7.99% for the one-month period from 26 May to 25 June 2026, 0.45% for the three-month period from 26 March to 25 June 2026, and 9.66% for the six-month period from 26 December 2025 to 25 June 2026.
Transfer restriction periodFrom the disposal date through 1 July 2030
Conditions for lifting transfer restrictionsProvided that the eligible employee remains a member of the employee shareholding association throughout the transfer restriction period, the transfer restrictions on all of the allocated shares corresponding to the number of shares held by the eligible employee who has satisfied the conditions will be lifted upon expiration of the transfer restriction period.
Reason for acquisition without considerationAll allocated shares for which the transfer restrictions have not been lifted upon expiration of the transfer restriction period will be acquired without consideration.
Categories and Number of Persons CoveredEligible employees (the number will be determined after confirmation of consent is completed); allocated shares: 29,900 (maximum)
Total Stock-Based Compensation¥314,548,000 in monetary claims to be paid as a special incentive payment (maximum)
Procedures under the Corporate Code of ConductBecause the dilution rate is below 25% and the transaction does not involve a change in the controlling shareholder, it is not necessary to obtain an opinion from an independent third party or confirm shareholders' intentions. All 4 Audit & Supervisory Board Members expressed the opinion that the disposal price was appropriate.
Items this document does not state (12)
Total issue valueEstimated 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 provide Company employees with incentives to achieve sustained growth in corporate value, promote value sharing between employees and shareholders, and assist employees in building personal assets.

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.
Notice Concerning the Disposal of Treasury Shares Under the Restricted Stock Grant Plan for Company Employees Through the Employee Stock Ownership Plan | MegaChips Corporation (6875) timely disclosure | Komori