Worth reading
39Recurring
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
10920
SharesWording
Definitive
How definitive the wording is.Details of issuance or disposal
Disposal of treasury shares as performance-based restricted stock compensation
Who receives how much10,920Shares
10,920 common shares of the Company (treasury shares)
3 directors (excluding outside directors), 10,920 shares
The lower thin line represents the existing number of shares to which these shares will be added.
¥1,085 per share
Total issue value
¥11,848,200
Amount of funds to be raised
The total monetary compensation receivables of ¥11,848,200 will be contributed in kind. Accordingly, there will be no funds raised through cash payments and no estimated net proceeds.
Total Stock-Based Compensation
Total monetary compensation receivables of ¥11,848,200. The total compensation limit under the plan is no more than ¥60 million for 3 years (no more than ¥20 million per year).
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 7 August 2026 until the date on which the recipient ceases to serve as a director of the Company
Conditions for lifting transfer restrictions
The transfer restrictions will be lifted based on the applicable release rate, calculated according to the extent to which the performance conditions relating to the sales growth rate and operating profit margin growth rate for the fiscal year ending March 2027 are achieved, provided that the recipient continuously holds the position of director from the date of the annual general meeting of shareholders immediately preceding the payment date through the date of the following year's annual general meeting of shareholders. In the event of retirement for a legitimate reason, the restrictions will be lifted in proportion to the number of months in office.
Reason for acquisition without consideration
The Company will acquire the shares without consideration if, during the transfer restriction period, the recipient is sentenced to a certain level of criminal punishment, becomes subject to an application for or disposition under legal insolvency proceedings or similar proceedings, engages in a business that competes with the Company or its subsidiaries, or violates laws, regulations, internal rules, the allocation agreement or similar requirements. Shares for which the restrictions are not lifted due to the performance conditions will also be acquired without consideration.
Categories and Number of Persons Covered
3 directors, 10,920 shares (excluding outside directors)
Intended allottee's holding policy
During the transfer restriction period, the recipients may not transfer, create security interests over, or otherwise dispose of the shares. The transfer restriction period runs from 7 August 2026 until the date on which the recipient ceases to serve as a director of the Company.
Payment date
7 August 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 8 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,085. No discount or premium applies.
Procedures under the Corporate Code of Conduct
At the 12th Annual General Meeting of Shareholders held on 19 June 2026, approval was obtained for the grant of restricted stock and the applicable compensation framework.
Impact on Business Performance
The impact of this disposal of treasury shares on business performance is Not disclosed
| Item | Details |
|---|---|
| Type of issuance or disposal | Disposal of treasury shares as performance-based restricted stock compensation |
| Number of shares to be issued or disposed of | 10,920 common shares of the Company (treasury shares) |
| Issue price and disposal price | ¥1,085 per share |
| Total issue value | ¥11,848,200 |
| Amount of funds to be raised | The total monetary compensation receivables of ¥11,848,200 will be contributed in kind. Accordingly, there will be no funds raised through cash payments and no estimated net proceeds. |
| Payment date | 7 August 2026 |
| Intended allottee | 3 directors (excluding outside directors), 10,920 shares |
| Intended allottee's holding policy | During the transfer restriction period, the recipients may not transfer, create security interests over, or otherwise dispose of the shares. The transfer restriction period runs from 7 August 2026 until the date on which the recipient ceases to serve as a director of the Company. |
| Total number of issued shares | The total number of issued shares will not increase because this is a disposal of treasury shares. |
| Basis for determining the amount to be paid | The closing price of the Company's common shares on the Tokyo Stock Exchange on 8 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,085. No discount or premium applies. |
| Transfer restriction period | From 7 August 2026 until the date on which the recipient ceases to serve as a director of the Company |
| Conditions for lifting transfer restrictions | The transfer restrictions will be lifted based on the applicable release rate, calculated according to the extent to which the performance conditions relating to the sales growth rate and operating profit margin growth rate for the fiscal year ending March 2027 are achieved, provided that the recipient continuously holds the position of director from the date of the annual general meeting of shareholders immediately preceding the payment date through the date of the following year's annual general meeting of shareholders. In the event of retirement for a legitimate reason, the restrictions will be lifted in proportion to the number of months in office. |
| Reason for acquisition without consideration | The Company will acquire the shares without consideration if, during the transfer restriction period, the recipient is sentenced to a certain level of criminal punishment, becomes subject to an application for or disposition under legal insolvency proceedings or similar proceedings, engages in a business that competes with the Company or its subsidiaries, or violates laws, regulations, internal rules, the allocation agreement or similar requirements. Shares for which the restrictions are not lifted due to the performance conditions will also be acquired without consideration. |
| Categories and Number of Persons Covered | 3 directors, 10,920 shares (excluding outside directors) |
| Total Stock-Based Compensation | Total monetary compensation receivables of ¥11,848,200. The total compensation limit under the plan is no more than ¥60 million for 3 years (no more than ¥20 million per year). |
| Procedures under the Corporate Code of Conduct | At the 12th Annual General Meeting of Shareholders held on 19 June 2026, approval was obtained for the grant of restricted stock and the applicable compensation framework. |
| Impact on Business Performance | The impact of this disposal of treasury shares on business performance is Not disclosed |
Items this document does not state (11)
Estimated issuance expensesSpecific use of fundsDilution RateExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock 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.The purpose is to provide incentives for the sustained enhancement of corporate and shareholder value over the medium to long term, share value with shareholders, clarify the link between performance targets and compensation, and secure commitment to performance.
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