Worth reading
55In 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
15900
SharesWording
Definitive
How definitive the wording is.Details of issuance or disposal
Disposal of treasury shares as restricted stock compensation and performance-linked stock compensation
Who receives how much
Restricted Stock Compensation 14,200 shares / Performance-linked share compensation 1,700 shares
8 directors of the Company (excluding directors who are Audit and Supervisory Committee members)14,200 shares
1 director of the Company (excluding directors who are Audit and Supervisory Committee members)1,700 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.
¥1,300 per share
Amount of funds to be raised
Total payment amount ¥20,670,000 / Estimated net proceeds Not disclosed
Total Stock-Based Compensation
The monetary compensation receivables for restricted stock compensation are capped at ¥50 million per year, and those for performance-linked stock compensation are ¥25 million per year. The total amount granted this time is ¥20,670,000.
発行済株式総数
Restricted stock compensation: 0.22%; performance-linked stock compensation: 0.03% (as a percentage of the total number of issued shares as of 31 March 2026)
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 16 July 2026 until the date on which the recipient ceases to hold any position as a director or executive officer of the Company
Conditions for lifting transfer restrictions
The recipient must continuously hold either the position of director or executive officer of the Company until the date of the first Annual General Meeting of Shareholders held after the start of the restriction period. If the recipient ceases to hold such position for a valid reason, part of the restrictions will be lifted in proportion to the number of months in office. For performance-linked stock compensation, the number of shares will be adjusted between 0% and 200% based on relative share price growth, cumulative achievement of revenue targets and cumulative achievement of EBITDA targets.
Reason for acquisition without consideration
If, before the day preceding the first Annual General Meeting of Shareholders held after the start of the restriction period, the recipient ceases to hold either the position of director or executive officer without a valid reason. If any shares remain subject to restrictions when the restriction period expires, or if the Board of Directors determines that it is appropriate to acquire all shares without consideration. For performance-linked stock compensation, if the recipient ceases to hold such position without a valid reason or becomes subject to a forfeiture event, such as certain misconduct.
Categories and Number of Persons Covered
Category Directors of the Company (excluding Audit and Supervisory Committee members) — restricted stock compensation / Number of Employees 8 independent officers / Number of allocated shares 14,200 shares, Category Directors of the Company (excluding Audit and Supervisory Committee members) — performance-linked stock compensation / Number of Employees 1 / Number of allocated shares 1,700 shares
Intended allottee's holding policy
During the restriction period, the restricted shares may not be transferred to any third party, pledged, used to establish a security interest by way of transfer, gifted inter vivos, bequeathed or otherwise disposed of in any manner.
Payment date
16 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 25 June 2026, ¥1,300. The closing price on the business day immediately preceding the date of the Board of Directors' resolution was used, with a discount rate and premium rate of 0%.
Procedures under the Corporate Code of Conduct
The Company obtained opinions from 3 outside directors who are Audit and Supervisory Committee members, including independent officers with no interests in the controlling shareholder, that the transaction was reasonable and would not disadvantage minority shareholders. The Chairman of the Board of Directors, who is a recipient, did not participate in the deliberations or resolution to avoid a conflict of interest.
| Item | Details |
|---|---|
| Type of issuance or disposal | Disposal of treasury shares as restricted stock compensation and performance-linked stock compensation |
| Number of shares to be issued or disposed of | Restricted Stock Compensation 14,200 shares / Performance-linked share compensation 1,700 shares |
| Issue price and disposal price | ¥1,300 per share |
| Amount of funds to be raised | Total payment amount ¥20,670,000 / Estimated net proceeds Not disclosed |
| Payment date | 16 July 2026 |
| Intended allottee | Name 8 directors of the Company (excluding directors who are Audit and Supervisory Committee members) / Number of Shares 14,200 shares, Name 1 director of the Company (excluding directors who are Audit and Supervisory Committee members) / Number of Shares 1,700 shares |
| Intended allottee's holding policy | During the restriction period, the restricted shares may not be transferred to any third party, pledged, used to establish a security interest by way of transfer, gifted inter vivos, bequeathed or otherwise disposed of in any manner. |
| Dilution Rate | Restricted stock compensation: 0.22%; performance-linked stock compensation: 0.03% (as a percentage of the total number of issued shares as of 31 March 2026) |
| Total number of issued shares | 6,477,200 shares → Not disclosed |
| Basis for determining the amount to be paid | The closing price of the Company's common shares on the Tokyo Stock Exchange on 25 June 2026, ¥1,300. The closing price on the business day immediately preceding the date of the Board of Directors' resolution was used, with a discount rate and premium rate of 0%. |
| Transfer restriction period | From 16 July 2026 until the date on which the recipient ceases to hold any position as a director or executive officer of the Company |
| Conditions for lifting transfer restrictions | The recipient must continuously hold either the position of director or executive officer of the Company until the date of the first Annual General Meeting of Shareholders held after the start of the restriction period. If the recipient ceases to hold such position for a valid reason, part of the restrictions will be lifted in proportion to the number of months in office. For performance-linked stock compensation, the number of shares will be adjusted between 0% and 200% based on relative share price growth, cumulative achievement of revenue targets and cumulative achievement of EBITDA targets. |
| Reason for acquisition without consideration | If, before the day preceding the first Annual General Meeting of Shareholders held after the start of the restriction period, the recipient ceases to hold either the position of director or executive officer without a valid reason. If any shares remain subject to restrictions when the restriction period expires, or if the Board of Directors determines that it is appropriate to acquire all shares without consideration. For performance-linked stock compensation, if the recipient ceases to hold such position without a valid reason or becomes subject to a forfeiture event, such as certain misconduct. |
| Categories and Number of Persons Covered | Category Directors of the Company (excluding Audit and Supervisory Committee members) — restricted stock compensation / Number of Employees 8 independent officers / Number of allocated shares 14,200 shares, Category Directors of the Company (excluding Audit and Supervisory Committee members) — performance-linked stock compensation / Number of Employees 1 / Number of allocated shares 1,700 shares |
| Total Stock-Based Compensation | The monetary compensation receivables for restricted stock compensation are capped at ¥50 million per year, and those for performance-linked stock compensation are ¥25 million per year. The total amount granted this time is ¥20,670,000. |
| Procedures under the Corporate Code of Conduct | The Company obtained opinions from 3 outside directors who are Audit and Supervisory Committee members, including independent officers with no interests in the controlling shareholder, that the transaction was reasonable and would not disadvantage minority shareholders. The Chairman of the Board of Directors, who is a recipient, did not participate in the deliberations or resolution to avoid a conflict of interest. |
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 enable directors to share with shareholders the benefits and risks of share price fluctuations and to increase their motivation to contribute to higher share prices and enhanced corporate value. For performance-linked stock compensation, the number of shares to be delivered will be determined based on relative share price growth, cumulative achievement of revenue targets and cumulative achievement of EBITDA targets.
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.