Worth reading
50Recurring
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
160000
SharesWording
Definitive
How definitive the wording is.Details of issuance or disposal
Disposal of treasury shares as restricted stock compensation
Who receives how much160,000Shares
160,000 common shares of the Company (treasury shares)
Directors of the Company (excluding outside directors)3 / 75,000 shares
The Company's executive officers appointed under mandate agreements who do not concurrently serve as directors10 / 85,000 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.
¥1,938 per share
Total issue value
¥310,080,000
Amount of funds to be raised
As this is a disposal through an in-kind contribution of monetary claims, the total amount paid will be ¥310,080,000. The estimated net proceeds are Not disclosed
Total Stock-Based Compensation
Total monetary claims of ¥310,080,000 (¥145,350,000 for eligible directors and ¥164,730,000 for eligible executive officers). The compensation limit for eligible directors is ¥500 million per year and 150,000 shares per year.
発行済株式総数
No increase, as this is a disposal of treasury shares
No dilution, as this is a disposal of treasury shares and the total number of issued shares will not increase
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
Performance-based shares: from 23 July 2026 until the later of the point immediately following the recipient's retirement from the designated position at the Company or one of its subsidiaries, or the filing date of the semiannual report for the fiscal year in which 23 July 2026 falls. Non-performance-based shares: from 23 July 2026 until the later of 22 July 2031 or the filing date of the semiannual report.
Conditions for lifting transfer restrictions
For performance-based shares, the recipient must continuously hold the designated position throughout the prescribed service period, and, for Restricted Stock Compensation I, profit before tax for the fiscal year ending March 2027 must be at least 100% of the previous year's level, while, for Restricted Stock Compensation II, the profit-before-tax target for the fiscal year ending March 2027 set by the Board of Directors must be achieved. For non-performance-based shares, the recipient must continuously hold the designated position throughout the prescribed service period.
Reason for acquisition without consideration
Shares whose restrictions are not lifted when the restricted transfer period expires; shares in the event that failure to meet the performance conditions becomes clear; criminal penalties, insolvency proceedings, attachment or similar events; retirement or resignation without a valid reason; a material violation of laws or regulations, internal rules or the allocation agreement; engagement in a competing business; or any other case in which the Board of Directors determines that the shares should be acquired without consideration.
Categories and Number of Persons Covered
Category Directors of the Company (excluding outside directors) / Number of Employees 3 / Number of allocated shares 75,000 shares, Category The Company's executive officers appointed under mandate agreements who do not concurrently serve as directors / Number of Employees 10 / Number of allocated shares 85,000 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred to any third party, pledged as collateral or otherwise disposed of. The shares will be managed in a dedicated account.
Payment date
23 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange Prime Market on 23 June 2026 was ¥1,938. The price is based on the closing price on the business day preceding the date of the Board of Directors' resolution, with no discount.
Procedures under the Corporate Code of Conduct
At the 11th Annual General Meeting of Shareholders held on 24 June 2026, shareholders approved amendments to the compensation plan and related matters. The allocation has been submitted for consultation to the Nomination and Compensation Committee.
| Item | Details |
|---|---|
| Type of issuance or disposal | Disposal of treasury shares as restricted stock compensation |
| Number of shares to be issued or disposed of | 160,000 common shares of the Company (treasury shares) |
| Issue price and disposal price | ¥1,938 per share |
| Total issue value | ¥310,080,000 |
| Amount of funds to be raised | As this is a disposal through an in-kind contribution of monetary claims, the total amount paid will be ¥310,080,000. The estimated net proceeds are Not disclosed |
| Payment date | 23 July 2026 |
| Intended allottee | Name Directors of the Company (excluding outside directors) / Number of Employees 3 / Number of Shares 75,000 shares, Name The Company's executive officers appointed under mandate agreements who do not concurrently serve as directors / Number of Employees 10 / Number of Shares 85,000 shares |
| Intended allottee's holding policy | During the transfer restriction period, the shares may not be transferred to any third party, pledged as collateral or otherwise disposed of. The shares will be managed in a dedicated account. |
| Dilution Rate | No dilution, as this is a disposal of treasury shares and the total number of issued shares will not increase |
| Total number of issued shares | No increase, as 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 Prime Market on 23 June 2026 was ¥1,938. The price is based on the closing price on the business day preceding the date of the Board of Directors' resolution, with no discount. |
| Transfer restriction period | Performance-based shares: from 23 July 2026 until the later of the point immediately following the recipient's retirement from the designated position at the Company or one of its subsidiaries, or the filing date of the semiannual report for the fiscal year in which 23 July 2026 falls. Non-performance-based shares: from 23 July 2026 until the later of 22 July 2031 or the filing date of the semiannual report. |
| Conditions for lifting transfer restrictions | For performance-based shares, the recipient must continuously hold the designated position throughout the prescribed service period, and, for Restricted Stock Compensation I, profit before tax for the fiscal year ending March 2027 must be at least 100% of the previous year's level, while, for Restricted Stock Compensation II, the profit-before-tax target for the fiscal year ending March 2027 set by the Board of Directors must be achieved. For non-performance-based shares, the recipient must continuously hold the designated position throughout the prescribed service period. |
| Reason for acquisition without consideration | Shares whose restrictions are not lifted when the restricted transfer period expires; shares in the event that failure to meet the performance conditions becomes clear; criminal penalties, insolvency proceedings, attachment or similar events; retirement or resignation without a valid reason; a material violation of laws or regulations, internal rules or the allocation agreement; engagement in a competing business; or any other case in which the Board of Directors determines that the shares should be acquired without consideration. |
| Categories and Number of Persons Covered | Category Directors of the Company (excluding outside directors) / Number of Employees 3 / Number of allocated shares 75,000 shares, Category The Company's executive officers appointed under mandate agreements who do not concurrently serve as directors / Number of Employees 10 / Number of allocated shares 85,000 shares |
| Total Stock-Based Compensation | Total monetary claims of ¥310,080,000 (¥145,350,000 for eligible directors and ¥164,730,000 for eligible executive officers). The compensation limit for eligible directors is ¥500 million per year and 150,000 shares per year. |
| Procedures under the Corporate Code of Conduct | At the 11th Annual General Meeting of Shareholders held on 24 June 2026, shareholders approved amendments to the compensation plan and related matters. The allocation has been submitted for consultation to the Nomination and Compensation Committee. |
Items this document does not state (11)
Estimated 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 provide an incentive for the sustained enhancement of corporate value and strengthen management's commitment to achieving performance targets, as well as to increase each recipient's motivation and willingness to contribute to the enhancement of corporate value.
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.