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
0.74
% (maximum dilution as a percentage of total shares outstanding)Wording
Conditional
How definitive the wording is.Details of issuance or disposal
Disposal of treasury shares as a restricted stock incentive for the Employee Stock Ownership Association (third-party allotment)
Who receives how much
251,007 shares (maximum; up to 319,524 shares are planned under the scheme overview)
サノヤスホールディングス自社株投資会251,007 shares (maximum)
The lower thin line represents the existing number of shares to which these shares will be added.
¥239 per share
Total issue value
¥59,990,673 (maximum)
Amount of funds to be raised
The entire amount of monetary claims contributed by the eligible employees will be contributed in kind. Total payment amount: ¥59,990,673 (maximum); estimated net proceeds: Not disclosed
Total Stock-Based Compensation
The amount of monetary claims to be paid as special incentive payments. Up to ¥59,990,673.
発行済株式総数
0.74% of the total number of issued shares (assuming the disposal of the maximum 319,524 shares) and 0.75% of the total number of voting rights
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
31 August 2026 to 31 May 2031
Conditions for lifting transfer restrictions
Provided that an eligible employee remains a member of the Employee Stock Ownership Association throughout the restricted transfer period, all shares corresponding to the employee's interest will be released from the transfer restrictions upon expiration of the period. In the event of withdrawal or suspension of membership, 0%, 20%, 40%, 60% or 80% of the shares will be released depending on the length of the membership period. In the event of retirement at the mandatory retirement age or retirement for Company-related reasons, all shares will be released on the business day following the date on which the withdrawal application is accepted.
Reason for acquisition without consideration
The Company will acquire without consideration any shares whose transfer restrictions have not been lifted upon expiration of the restricted transfer period, any shares whose transfer restrictions are not lifted due to withdrawal, suspension of membership or other treatment, and any shares whose transfer restrictions are not lifted in connection with a corporate reorganization or other event.
Offering structure
Underwriter / lead underwriter
SMBC Nikko Securities Inc. (management of the dedicated account)
Categories and Number of Persons Covered
Eligible employees among employees in management positions at the Company and its subsidiaries who consent to the scheme. Number of participants: Not disclosed; shares allocated to the Employee Stock Ownership Association: up to 251,007 shares (maximum of 319,524 shares under the scheme overview).
Intended allottee's holding policy
During the restricted transfer period, the Employee Stock Ownership Association may not transfer, create security interests over or otherwise dispose of the allocated shares, and eligible employees may not withdraw their share interests until the transfer restrictions are lifted.
Payment date
31 August 2026
Basis for determining the amount to be paid
The closing price of ¥239 on the Tokyo Stock Exchange on 22 June 2026. The deviations from the average closing price were negative 9.13% for the one-month period from 23 May to 22 June 2026, negative 20.86% for the three-month period from 23 March to 22 June 2026, and negative 27.13% for the six-month period from 23 December 2025 to 22 June 2026.
Procedures under the Corporate Code of Conduct
Because the dilution ratio 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 confirming shareholders' intentions are not required. The Audit and Supervisory Committee, comprising 3 members, including 2 outside directors, has expressed an opinion regarding the legality of the disposal price.
Impact on Business Performance
No impact on performance from this disposal of treasury shares was stated
| Item | Details |
|---|---|
| Type of issuance or disposal | Disposal of treasury shares as a restricted stock incentive for the Employee Stock Ownership Association (third-party allotment) |
| Number of shares to be issued or disposed of | 251,007 shares (maximum; up to 319,524 shares are planned under the scheme overview) |
| Issue price and disposal price | ¥239 per share |
| Total issue value | ¥59,990,673 (maximum) |
| Amount of funds to be raised | The entire amount of monetary claims contributed by the eligible employees will be contributed in kind. Total payment amount: ¥59,990,673 (maximum); estimated net proceeds: Not disclosed |
| Payment date | 31 August 2026 |
| Intended allottee | Name サノヤスホールディングス自社株投資会 / Number of Shares 251,007 shares (maximum) |
| Intended allottee's holding policy | During the restricted transfer period, the Employee Stock Ownership Association may not transfer, create security interests over or otherwise dispose of the allocated shares, and eligible employees may not withdraw their share interests until the transfer restrictions are lifted. |
| Dilution Rate | 0.74% of the total number of issued shares (assuming the disposal of the maximum 319,524 shares) and 0.75% of the total number of voting rights |
| Total number of issued shares | 33,977,282 shares (as of 31 March 2026) → Not disclosed |
| Basis for determining the amount to be paid | The closing price of ¥239 on the Tokyo Stock Exchange on 22 June 2026. The deviations from the average closing price were negative 9.13% for the one-month period from 23 May to 22 June 2026, negative 20.86% for the three-month period from 23 March to 22 June 2026, and negative 27.13% for the six-month period from 23 December 2025 to 22 June 2026. |
| Transfer restriction period | 31 August 2026 to 31 May 2031 |
| Conditions for lifting transfer restrictions | Provided that an eligible employee remains a member of the Employee Stock Ownership Association throughout the restricted transfer period, all shares corresponding to the employee's interest will be released from the transfer restrictions upon expiration of the period. In the event of withdrawal or suspension of membership, 0%, 20%, 40%, 60% or 80% of the shares will be released depending on the length of the membership period. In the event of retirement at the mandatory retirement age or retirement for Company-related reasons, all shares will be released on the business day following the date on which the withdrawal application is accepted. |
| Reason for acquisition without consideration | The Company will acquire without consideration any shares whose transfer restrictions have not been lifted upon expiration of the restricted transfer period, any shares whose transfer restrictions are not lifted due to withdrawal, suspension of membership or other treatment, and any shares whose transfer restrictions are not lifted in connection with a corporate reorganization or other event. |
| Categories and Number of Persons Covered | Eligible employees among employees in management positions at the Company and its subsidiaries who consent to the scheme. Number of participants: Not disclosed; shares allocated to the Employee Stock Ownership Association: up to 251,007 shares (maximum of 319,524 shares under the scheme overview). |
| Total Stock-Based Compensation | The amount of monetary claims to be paid as special incentive payments. Up to ¥59,990,673. |
| Underwriter / lead underwriter | SMBC Nikko Securities Inc. (management of the dedicated account) |
| Procedures under the Corporate Code of Conduct | Because the dilution ratio 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 confirming shareholders' intentions are not required. The Audit and Supervisory Committee, comprising 3 members, including 2 outside directors, has expressed an opinion regarding the legality of the disposal price. |
| Impact on Business Performance | No impact on performance from this disposal of treasury shares was stated |
Items this document does not state (9)
Estimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsOverallotmentStock Split RatioMost recent equity financingMajor shareholders after the offering
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 support wealth building by providing employees in management positions at the Company and its subsidiaries with an opportunity to acquire shares, while raising awareness of participation in management through share ownership and promoting the sharing of value with shareholders.
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.