Details of issuance or disposal
Disposal of treasury shares by way of a third-party allotment as restricted stock (for the employee stock ownership plan)
33,435 shares of the Company's common stock (scheduled to become 267,480 shares after the stock split)
The lower thin line represents the existing number of shares to which these shares will be added.
Total payment amount: ¥432,648,900; estimated net proceeds: Not disclosed
0.10% of the total number of issued shares and 0.11% 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.
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 by way of a third-party allotment as restricted stock (for the employee stock ownership plan) |
| Number of shares to be issued or disposed of | 33,435 shares of the Company's common stock (scheduled to become 267,480 shares after the stock split) |
| Issue price and disposal price | ¥12,940 per share (scheduled to become ¥1,617.5 after the stock split) |
| Amount of funds to be raised | Total payment amount: ¥432,648,900; estimated net proceeds: Not disclosed |
| Payment date | 31 August 2026 |
| Intended allottee | Name 東京きらぼしフィナンシャルグループ Employee Stock Ownership Plan / Number of Shares 33,435 shares (scheduled to become 267,480 shares after the stock split) |
| Intended allottee's holding policy | Members' interests in the restricted stock acquired by the employee stock ownership plan may not be withdrawn until the transfer restrictions are lifted. During the restriction period, the interests will be managed in a dedicated account. |
| Dilution Rate | 0.10% of the total number of issued shares and 0.11% of the total number of voting rights |
| Total number of issued shares | 33,400,115 shares → Not disclosed |
| Basis for determining the amount to be paid | The closing price of ¥12,940 on the Tokyo Stock Exchange Prime Market on 23 June 2026, the business day preceding the date of the Board of Directors' resolution. The deviation was 9.28% from the one-month average of ¥11,841, 12.13% from the three-month average of ¥11,540, and 17.81% from the six-month average of ¥10,984. |
| Transfer restriction period | From 31 August 2026 until immediately after the eligible employee retires from their position as an employee of the Company or one of its subsidiaries |
| Conditions for lifting transfer restrictions | Provided that the eligible employee remains a member of the employee stock ownership plan throughout the restriction period, all of the allocated shares corresponding to the eligible employee's interest in the restricted stock will have their transfer restrictions lifted when the restriction period expires. In cases involving certain retirement reasons or other specified circumstances, the transfer restrictions will be lifted on the date the application to withdraw from the plan is accepted. |
| Reason for acquisition without consideration | If an eligible employee falls under certain circumstances specified in the allocation agreement during the restriction period, or if the transfer restrictions have not been lifted immediately after the restriction period expires or immediately after the transfer restrictions are lifted. |
| Categories and Number of Persons Covered | Up to 3,868 employees of the Company's subsidiaries. Pattern A: up to 747 employees, 16 shares per employee (128 shares after the stock split); Pattern B: up to 1,426 employees, 9 shares per employee (72 shares after the stock split); Pattern C: up to 1,188 employees, 6 shares per employee (48 shares after the stock split); Pattern D: up to 507 employees, 3 shares per employee (24 shares after the stock split). |
| Total Stock-Based Compensation | Amount of monetary claims: Pattern A, ¥207,040 per employee; Pattern B, ¥116,460 per employee; Pattern C, ¥77,640 per employee; Pattern D, ¥38,820 per employee. Total amount: Not disclosed. |
| Stock Split Ratio | A 1-for-8 stock split. Record date: 30 June 2026; effective date: 1 July 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 conducting procedures to confirm shareholders' intentions are not required. All 4 Audit & Supervisory Board Members expressed the opinion that the disposal price was legally appropriate. |
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 support the asset formation of eligible employees, provide them with an incentive to enhance the Company's corporate value, and promote enrollment by subsidiary employees in the employee stock ownership plan.