Komori
Share Issuance and Disposal6954FANUC CORPORATIONElectrical Equipment and Precision Instruments

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company has decided to dispose of 25,220 treasury shares as restricted stock compensation for its directors and executive officers. The eligible recipients are 3 directors and 11 executive officers.

Worth reading
50Recurring
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
25220
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much25,220Shares

25,220 shares of the Company’s common stock (treasury shares)

3 directors of the Company, excluding directors who are Audit & Supervisory Committee members and outside directors7,840 shares
11 of the Company’s executive officers17,380 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.

¥6,873 per share
Amount of funds to be raised

Total payment amount: ¥173,337,060; estimated net proceeds: Not disclosed

Total Stock-Based Compensation
Total monetary compensation claims: ¥173,337,060. The annual compensation limit is ¥350 million.
発行済株式総数

The total number of issued shares will not increase because this is a disposal of treasury shares.

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 19 August 2026 until the date on which the eligible recipient ceases to hold any position as a director, executive officer or full-time employee of the Company or any of its subsidiaries.
Conditions for lifting transfer restrictions
The recipient must continuously hold a position as a director, executive officer or full-time employee of the Company or any of its subsidiaries until the date of the first annual general meeting of shareholders of the Company held after 19 August 2026. If the recipient ceases to hold such a position for a valid reason, part of the restrictions will be lifted in proportion to the number of months in office.
Reason for acquisition without consideration
Shares will be acquired without consideration if the recipient ceases to hold the relevant position before the day preceding the date of the first annual general meeting of shareholders of the Company, except where the Board of Directors determines that there is a valid reason. Shares for which the restrictions have not been lifted as of the end of the transfer restriction period, and shares for which the restrictions have not been lifted as of the business day preceding the effective date of a corporate reorganization or similar transaction, will also be acquired without consideration.
Stock Split RatioFive shares were allotted for each common share effective 1 April 2023.
Categories and Number of Persons Covered
3 directors of the Company: 7,840 shares; 11 executive officers of the Company: 17,380 shares
Intended allottee's holding policy
Until the transfer restrictions are lifted, the shares will be held and maintained in designated accounts opened with SMBC Nikko Securities Inc. During the transfer restriction period, the shares may not be transferred to third parties, pledged, made subject to a security interest by way of transfer, gifted during the holder’s lifetime, bequeathed or otherwise disposed of in any manner.
Payment date
19 August 2026
Basis for determining the amount to be paid
The closing price of the Company’s common stock on the Tokyo Stock Exchange on the business day immediately preceding the date of the Board of Directors’ resolution, 22 July 2026, was ¥6,873. No discount or premium was applied.
Procedures under the Corporate Code of Conduct
At the 52nd Annual General Meeting of Shareholders held on 24 June 2021, approval was obtained for the restricted stock compensation plan, the aggregate amount of compensation claims, the maximum number of shares and other matters.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares as restricted stock compensation
Number of shares to be issued or disposed of25,220 shares of the Company’s common stock (treasury shares)
Issue price and disposal price¥6,873 per share
Amount of funds to be raisedTotal payment amount: ¥173,337,060; estimated net proceeds: Not disclosed
Payment date19 August 2026
Intended allotteeName 3 directors of the Company, excluding directors who are Audit & Supervisory Committee members and outside directors / Number of Shares 7,840 shares, Name 11 of the Company’s executive officers / Number of Shares 17,380 shares
Intended allottee's holding policyUntil the transfer restrictions are lifted, the shares will be held and maintained in designated accounts opened with SMBC Nikko Securities Inc. During the transfer restriction period, the shares may not be transferred to third parties, pledged, made subject to a security interest by way of transfer, gifted during the holder’s lifetime, bequeathed or otherwise disposed of in any manner.
Total number of issued sharesThe total number of issued shares will not increase because this is a disposal of treasury shares.
Basis for determining the amount to be paidThe closing price of the Company’s common stock on the Tokyo Stock Exchange on the business day immediately preceding the date of the Board of Directors’ resolution, 22 July 2026, was ¥6,873. No discount or premium was applied.
Transfer restriction periodFrom 19 August 2026 until the date on which the eligible recipient ceases to hold any position as a director, executive officer or full-time employee of the Company or any of its subsidiaries.
Conditions for lifting transfer restrictionsThe recipient must continuously hold a position as a director, executive officer or full-time employee of the Company or any of its subsidiaries until the date of the first annual general meeting of shareholders of the Company held after 19 August 2026. If the recipient ceases to hold such a position for a valid reason, part of the restrictions will be lifted in proportion to the number of months in office.
Reason for acquisition without considerationShares will be acquired without consideration if the recipient ceases to hold the relevant position before the day preceding the date of the first annual general meeting of shareholders of the Company, except where the Board of Directors determines that there is a valid reason. Shares for which the restrictions have not been lifted as of the end of the transfer restriction period, and shares for which the restrictions have not been lifted as of the business day preceding the effective date of a corporate reorganization or similar transaction, will also be acquired without consideration.
Categories and Number of Persons Covered3 directors of the Company: 7,840 shares; 11 executive officers of the Company: 17,380 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥173,337,060. The annual compensation limit is ¥350 million.
Stock Split RatioFive shares were allotted for each common share effective 1 April 2023.
Procedures under the Corporate Code of ConductAt the 52nd Annual General Meeting of Shareholders held on 24 June 2021, approval was obtained for the restricted stock compensation plan, the aggregate amount of compensation claims, the maximum number of shares and other matters.
Items this document does not state (12)
Total issue valueEstimated issuance expensesSpecific use of fundsDilution RateExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentMost 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 share the benefits and risks of share price fluctuations with shareholders and increase recipients’ motivation to contribute to higher share prices and enhanced corporate value.

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 as Restricted Stock Compensation | FANUC CORPORATION (6954) timely disclosure | Komori