Worth reading
59In 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
40620
SharesWording
Conditional
How definitive the wording is.Details of issuance or disposal
Disposal of treasury shares as restricted stock through a third-party allotment
Who receives how much40,620Shares
Up to 40,620 common shares of the Company (the actual number of shares to be disposed of will be determined at a later date)
Ushio Inc. Employee Shareholding Association40,620 shares (maximum)
The lower thin line represents the existing number of shares to which these shares will be added.
¥3,439 per share. However, if the highest closing price on the last trading day preceding any day between 19 May 2026 and 22 May 2026 exceeds ¥3,439, that highest closing price will apply.
Total issue value
¥139,692,180 (estimated amount as of today)
Amount of funds to be raised
Total monetary receivables: ¥139,692,180. Estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary receivables: ¥139,692,180
Specific use of funds
Not applicable (disposal of treasury shares through an in-kind contribution of monetary receivables granted to eligible employees)
発行済株式総数
0.05% of total shares issued and 0.05% of total voting rights (both based on the maximum of 40,620 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 31 August 2026 to 30 June 2027
Conditions for lifting transfer restrictions
The eligible employee must remain a member of the Employee Shareholding Association continuously from 31 August 2026 through 31 March 2027. Regardless of performance conditions, restrictions will be lifted on 30 shares (A), plus 0 to 30 shares (B) depending on the achievement of specified performance conditions. In the event of a prescribed withdrawal from the association or a corporate reorganization, restrictions will be lifted based on the period of employment and the level of achievement of the performance conditions.
Reason for acquisition without consideration
At the end of the restricted period or another prescribed time, the Company will acquire without consideration any shares subject to this allotment for which the transfer restrictions have not been lifted.
Categories and Number of Persons Covered
Eligible employees are employees of the Company's group who join the Employee Shareholding Association, consent to acquiring an interest in the allotted shares and are not non-residents of Japan. Number of eligible employees: Not disclosed. Maximum number of shares allotted: 40,620 shares
Payment date
31 August 2026
Basis for determining the amount to be paid
The higher of the closing price of ¥3,439 on 13 May 2026, the business day preceding the date of the Board of Directors' resolution, and the highest closing price on the last trading day preceding any day between 19 May 2026 and 22 May 2026. The closing price on 13 May 2026 represented premiums of 5.59%, 11.66% and 20.84% over the average closing prices for the preceding 1-month, 3-month and 6-month periods, respectively.
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 a procedure to confirm shareholders' intentions are not required. The Audit and Supervisory Committee also expressed the opinion that the process for determining that the disposal price does not constitute a particularly favorable price was reasonable and lawful.
| Item | Details |
|---|---|
| Type of issuance or disposal | Disposal of treasury shares as restricted stock through a third-party allotment |
| Number of shares to be issued or disposed of | Up to 40,620 common shares of the Company (the actual number of shares to be disposed of will be determined at a later date) |
| Issue price and disposal price | ¥3,439 per share. However, if the highest closing price on the last trading day preceding any day between 19 May 2026 and 22 May 2026 exceeds ¥3,439, that highest closing price will apply. |
| Total issue value | ¥139,692,180 (estimated amount as of today) |
| Amount of funds to be raised | Total monetary receivables: ¥139,692,180. Estimated net proceeds: Not disclosed |
| Specific use of funds | Not applicable (disposal of treasury shares through an in-kind contribution of monetary receivables granted to eligible employees) |
| Payment date | 31 August 2026 |
| Intended allottee | Name Ushio Inc. Employee Shareholding Association / Number of Shares 40,620 shares (maximum) |
| Dilution Rate | 0.05% of total shares issued and 0.05% of total voting rights (both based on the maximum of 40,620 shares) |
| Total number of issued shares | 83,500,000 shares (as of 31 March 2026) → Not disclosed |
| Basis for determining the amount to be paid | The higher of the closing price of ¥3,439 on 13 May 2026, the business day preceding the date of the Board of Directors' resolution, and the highest closing price on the last trading day preceding any day between 19 May 2026 and 22 May 2026. The closing price on 13 May 2026 represented premiums of 5.59%, 11.66% and 20.84% over the average closing prices for the preceding 1-month, 3-month and 6-month periods, respectively. |
| Transfer restriction period | From 31 August 2026 to 30 June 2027 |
| Conditions for lifting transfer restrictions | The eligible employee must remain a member of the Employee Shareholding Association continuously from 31 August 2026 through 31 March 2027. Regardless of performance conditions, restrictions will be lifted on 30 shares (A), plus 0 to 30 shares (B) depending on the achievement of specified performance conditions. In the event of a prescribed withdrawal from the association or a corporate reorganization, restrictions will be lifted based on the period of employment and the level of achievement of the performance conditions. |
| Reason for acquisition without consideration | At the end of the restricted period or another prescribed time, the Company will acquire without consideration any shares subject to this allotment for which the transfer restrictions have not been lifted. |
| Categories and Number of Persons Covered | Eligible employees are employees of the Company's group who join the Employee Shareholding Association, consent to acquiring an interest in the allotted shares and are not non-residents of Japan. Number of eligible employees: Not disclosed. Maximum number of shares allotted: 40,620 shares |
| Total Stock-Based Compensation | Total monetary receivables: ¥139,692,180 |
| 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 a procedure to confirm shareholders' intentions are not required. The Audit and Supervisory Committee also expressed the opinion that the process for determining that the disposal price does not constitute a particularly favorable price was reasonable and lawful. |
Items this document does not state (11)
Estimated issuance expensesIntended allottee's holding policyExercise 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 have management and employees work together toward achieving Phase I of the new growth strategy, Revive Vision 2030, with the aim of increasing corporate value over the medium to long term. The measure will also encourage employees to join the Employee Shareholding Association and support 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.
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.