Worth reading
56In 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
5302248000
JPY (maximum estimated disposal amount)Wording
Conditional
How definitive the wording is.Details of issuance or disposal
Disposal of treasury shares as restricted stock incentives for the employee stock ownership plan
Who receives how much2,866,080Shares
2,866,080 shares of the Company's common stock (maximum estimate; the actual number of shares will be determined based on the number of eligible employees and other factors)
DENSO Employees' Shareholding Association2,866,080 shares (maximum estimate)
The lower thin line represents the existing number of shares to which these shares will be added.
¥1,850 per share
Total issue value
JPY 5,302,248,000 (maximum estimated disposal amount)
Amount of funds to be raised
Total amount paid in: JPY 5,302,248,000 (maximum estimate) / Estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Amount of monetary receivables to be paid as this special incentive payment: Not disclosed
発行済株式総数
0.10% of total shares issued and 0.11% of total voting rights (maximum estimate)
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 2 November 2026 to 1 November 2031 (5 years)
Conditions for lifting transfer restrictions
The transfer restrictions will be lifted upon expiration of the restricted transfer period, provided that the eligible employee has continuously remained a member of the employee shareholding association throughout that period. If the employee leaves the association due to mandatory retirement or another legitimate reason, the restrictions will be lifted on the date the withdrawal application is accepted. If the employee becomes a non-resident, they will be lifted on the date the overseas transfer or other event is decided. In the event of a corporate reorganization or similar transaction, the restrictions may be lifted immediately before the business day preceding the prescribed effective date.
Reason for acquisition without consideration
If, during the restricted transfer period, the employee commits a violation of laws or regulations or falls under another specified circumstance set out in the allocation agreement. The Company may also acquire the shares without consideration if the transfer restrictions are not lifted upon expiration of the restricted transfer period or at a prescribed lifting date.
Categories and Number of Persons Covered
Company employees: up to 47,718 people. Pattern A: up to 50 people, 400 shares per person; Pattern B: up to 7,828 people, 160 shares per person; Pattern C: up to 39,840 people, 40 shares per person.
Intended allottee's holding policy
During the restricted transfer period, transfers, the creation of security interests, other dispositions, and withdrawals from the employee shareholding association will be restricted. After the restrictions are lifted, the shares will be transferred to the employee's regular holdings or to a securities account in the employee's name.
Payment date
2 November 2026
Basis for determining the amount to be paid
The closing price of JPY 1,850 on the Prime Market of the Tokyo Stock Exchange on 21 May 2026, the business day preceding the date of the Board of Directors' resolution. The deviation from the average closing price was -1.80% over one month (22 April to 21 May 2026), -5.47% over three months (24 February to 21 May 2026), and -9.80% over six months (25 November 2025 to 21 May 2026).
Procedures under the Corporate Code of Conduct
Because the dilution is less than 25% and 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. The Company has also received opinions from all 4 Audit & Supervisory Board Members that the disposal price does not constitute a particularly favorable price and that the transaction is lawful.
Most recent equity financing
Timing Last fiscal year / Type Disposal of treasury shares as restricted stock incentives for the employee stock ownership plan / Amount Not disclosed
| Item | Details |
|---|---|
| Type of issuance or disposal | Disposal of treasury shares as restricted stock incentives for the employee stock ownership plan |
| Number of shares to be issued or disposed of | 2,866,080 shares of the Company's common stock (maximum estimate; the actual number of shares will be determined based on the number of eligible employees and other factors) |
| Issue price and disposal price | ¥1,850 per share |
| Total issue value | JPY 5,302,248,000 (maximum estimated disposal amount) |
| Amount of funds to be raised | Total amount paid in: JPY 5,302,248,000 (maximum estimate) / Estimated net proceeds: Not disclosed |
| Payment date | 2 November 2026 |
| Intended allottee | Name DENSO Employees' Shareholding Association / Number of Shares 2,866,080 shares (maximum estimate) |
| Intended allottee's holding policy | During the restricted transfer period, transfers, the creation of security interests, other dispositions, and withdrawals from the employee shareholding association will be restricted. After the restrictions are lifted, the shares will be transferred to the employee's regular holdings or to a securities account in the employee's name. |
| Dilution Rate | 0.10% of total shares issued and 0.11% of total voting rights (maximum estimate) |
| Total number of issued shares | 2,910,979,691 shares (as of 31 March 2026) → Not disclosed |
| Basis for determining the amount to be paid | The closing price of JPY 1,850 on the Prime Market of the Tokyo Stock Exchange on 21 May 2026, the business day preceding the date of the Board of Directors' resolution. The deviation from the average closing price was -1.80% over one month (22 April to 21 May 2026), -5.47% over three months (24 February to 21 May 2026), and -9.80% over six months (25 November 2025 to 21 May 2026). |
| Transfer restriction period | From 2 November 2026 to 1 November 2031 (5 years) |
| Conditions for lifting transfer restrictions | The transfer restrictions will be lifted upon expiration of the restricted transfer period, provided that the eligible employee has continuously remained a member of the employee shareholding association throughout that period. If the employee leaves the association due to mandatory retirement or another legitimate reason, the restrictions will be lifted on the date the withdrawal application is accepted. If the employee becomes a non-resident, they will be lifted on the date the overseas transfer or other event is decided. In the event of a corporate reorganization or similar transaction, the restrictions may be lifted immediately before the business day preceding the prescribed effective date. |
| Reason for acquisition without consideration | If, during the restricted transfer period, the employee commits a violation of laws or regulations or falls under another specified circumstance set out in the allocation agreement. The Company may also acquire the shares without consideration if the transfer restrictions are not lifted upon expiration of the restricted transfer period or at a prescribed lifting date. |
| Categories and Number of Persons Covered | Company employees: up to 47,718 people. Pattern A: up to 50 people, 400 shares per person; Pattern B: up to 7,828 people, 160 shares per person; Pattern C: up to 39,840 people, 40 shares per person. |
| Total Stock-Based Compensation | Amount of monetary receivables to be paid as this special incentive payment: Not disclosed |
| Procedures under the Corporate Code of Conduct | Because the dilution is less than 25% and 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. The Company has also received opinions from all 4 Audit & Supervisory Board Members that the disposal price does not constitute a particularly favorable price and that the transaction is lawful. |
| Most recent equity financing | Timing Last fiscal year / Type Disposal of treasury shares as restricted stock incentives for the employee stock ownership plan / Amount Not disclosed |
Items this document does not state (10)
Estimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioMajor 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 eligible employees with incentives to contribute to the sustainable enhancement of corporate value, promote value sharing with stakeholders, improve employee engagement, and support employees' asset building.
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.
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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.