Details of issuance or disposal
Disposal of treasury shares as restricted stock compensation
2,884 shares of the Company's common stock (treasury shares)
The lower thin line represents the existing number of shares to which these shares will be added.
¥4,320,232
No increase, as this is a disposal of treasury shares
As this is a disposal of treasury shares and the total number of shares issued will not increase, there will be no dilution.
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.
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.
| Item | Details |
|---|---|
| Type of issuance or disposal | Disposal of treasury shares as restricted stock compensation |
| Number of shares to be issued or disposed of | 2,884 shares of the Company's common stock (treasury shares) |
| Issue price and disposal price | ¥1,498 per share |
| Total issue value | ¥4,320,232 |
| Amount of funds to be raised | Total payment amount: ¥4,320,232. Estimated net proceeds: Not disclosed |
| Payment date | 7 August 2026 |
| Intended allottee | Name 4 of the Company's directors, excluding outside directors / Number of Shares 2,884 shares |
| Intended allottee's holding policy | The shares may not be transferred, pledged, used to create a security interest, gifted inter vivos, bequeathed or otherwise disposed of in any way during the period from 7 August 2026 until the date on which the allottee retires from office as a director of the Company. The shares will be held and maintained in a designated account at SMBC Nikko Securities Inc. until the transfer restrictions are lifted. |
| Dilution Rate | As this is a disposal of treasury shares and the total number of shares issued will not increase, there will be no dilution. |
| Total number of issued shares | No increase, as this is a disposal of treasury shares |
| Basis for determining the amount to be paid | The average daily closing price of the Company's common stock on the Tokyo Stock Exchange during the 6 months immediately preceding 23 July 2026. Days without a closing price are excluded, and fractions of less than ¥1 are rounded up. Discount/premium rate: Not disclosed (the filing states that the price is not particularly favorable). |
| Transfer restriction period | The period from 7 August 2026 until the date on which the allottee retires from office as a director of the Company |
| Conditions for lifting transfer restrictions | The allottee must remain a director of the Company continuously from the start date of the transfer restriction period until the date of the first annual general meeting of shareholders held thereafter. If the allottee retires for a legitimate reason, the restrictions will be lifted with respect to the number of shares calculated by multiplying the number of shares held by the number of months from July 2026 through the month of retirement, divided by 12. In the event of a corporate reorganization or similar transaction, the restrictions will also be lifted based on the prescribed pro rata calculation. |
| Reason for acquisition without consideration | If the allottee retires without a legitimate reason before the day preceding the date of the first annual general meeting of shareholders held after the start date of the transfer restriction period. If any shares remain subject to transfer restrictions when the period expires. If the allottee retires in connection with a corporate reorganization or similar transaction and any shares remain subject to transfer restrictions as of the business day preceding the effective date. |
| Categories and Number of Persons Covered | 4 directors of the Company, excluding outside directors; 2,884 shares |
| Total Stock-Based Compensation | Total monetary compensation claims: ¥4,320,232. Compensation framework: up to ¥60,000 thousand per year |
| Procedures under the Corporate Code of Conduct | At the 22nd Annual General Meeting of Shareholders held on 28 June 2022, approval was obtained for the introduction of the restricted stock compensation plan, total annual compensation of up to ¥60,000 thousand, and an upper limit of 20,000 shares allotted in each fiscal year, among other matters. |
Items this document does not state (11)
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 align the directors' interests with shareholders by sharing the benefits and risks of share price fluctuations and to enhance their motivation to contribute to an increase in the share price and corporate value.