Worth reading
46Recurring
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
634900
sharesWording
Definitive
How definitive the wording is.Details of issuance or disposal
Disposition of treasury shares as restricted stock compensation
Who receives how much634,900Shares
Treasury shares: 634,900 common shares
The Company’s directors, excluding outside directors and directors serving as Audit and Supervisory Committee Members3 independent officers / 511,400 shares
The Company's executive officers who do not concurrently serve as directors3 independent officers / 74,500 shares
Directors of the Company's subsidiaries, excluding outside directors and directors who are Audit & Supervisory Committee members1 / 49,000 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.
¥2,978 per share
Total issue value
¥1,890,732,200
Amount of funds to be raised
Total payment amount: ¥1,890,732,200 (as the eligible recipients will contribute all of their monetary compensation claims in kind, the approximate net cash proceeds are Not disclosed)
Total Stock-Based Compensation
Total monetary compensation claims: ¥1,890,732,200
発行済株式総数
As this is a disposal of treasury shares, the total number of issued shares will not increase
Not applicable (disposal of treasury shares)
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
50 years from 30 June 2026 to 30 June 2076
Conditions for lifting transfer restrictions
The transfer restrictions will be lifted upon expiration of the transfer restriction period. However, if an eligible recipient retires from the prescribed position due to the expiration of their term of office or for another valid reason, the restrictions on all allocated shares held at that time will be lifted.
Reason for acquisition without consideration
The Company will automatically acquire without consideration any allocated shares for which the transfer restrictions are not lifted upon expiration of the transfer restriction period or upon the lifting of the transfer restrictions. Other grounds for acquisition without consideration will be as stipulated in the restricted stock allocation agreement pursuant to a resolution of the Board of Directors.
Offering structure
Underwriter / lead underwriter
Nomura Securities Co., Ltd. (management of dedicated accounts)
Categories and Number of Persons Covered
3 Company directors: 511,400 shares; 3 Company executive officers: 74,500 shares; 1 director of a Company subsidiary: 49,000 shares
Intended allottee's holding policy
During the restriction period, the shares may not be transferred, pledged or otherwise disposed of, and will be managed in a dedicated account.
Payment date
30 June 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 7 May 2026, the business day preceding the date of the allocation resolution, was ¥2,978. No discount or premium applies.
Procedures under the Corporate Code of Conduct
At the 121st Annual General Meeting of Shareholders held on 12 June 2025, approval was obtained for a stock compensation limit of up to ¥4 billion per year for the Company's directors and for the total number of restricted shares to be issued, capped at 4 million shares per year.
| Item | Details |
|---|---|
| Type of issuance or disposal | Disposition of treasury shares as restricted stock compensation |
| Number of shares to be issued or disposed of | Treasury shares: 634,900 common shares |
| Issue price and disposal price | ¥2,978 per share |
| Total issue value | ¥1,890,732,200 |
| Amount of funds to be raised | Total payment amount: ¥1,890,732,200 (as the eligible recipients will contribute all of their monetary compensation claims in kind, the approximate net cash proceeds are Not disclosed) |
| Payment date | 30 June 2026 |
| Intended allottee | Name The Company’s directors, excluding outside directors and directors serving as Audit and Supervisory Committee Members / Number of Employees 3 independent officers / Number of Shares 511,400 shares, Name The Company's executive officers who do not concurrently serve as directors / Number of Employees 3 independent officers / Number of Shares 74,500 shares, Name Directors of the Company's subsidiaries, excluding outside directors and directors who are Audit & Supervisory Committee members / Number of Employees 1 / Number of Shares 49,000 shares |
| Intended allottee's holding policy | During the restriction period, the shares may not be transferred, pledged or otherwise disposed of, and will be managed in a dedicated account. |
| Dilution Rate | Not applicable (disposal of treasury shares) |
| Total number of issued shares | As this is a disposal of treasury shares, the total number of issued shares will not increase |
| 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 7 May 2026, the business day preceding the date of the allocation resolution, was ¥2,978. No discount or premium applies. |
| Transfer restriction period | 50 years from 30 June 2026 to 30 June 2076 |
| Conditions for lifting transfer restrictions | The transfer restrictions will be lifted upon expiration of the transfer restriction period. However, if an eligible recipient retires from the prescribed position due to the expiration of their term of office or for another valid reason, the restrictions on all allocated shares held at that time will be lifted. |
| Reason for acquisition without consideration | The Company will automatically acquire without consideration any allocated shares for which the transfer restrictions are not lifted upon expiration of the transfer restriction period or upon the lifting of the transfer restrictions. Other grounds for acquisition without consideration will be as stipulated in the restricted stock allocation agreement pursuant to a resolution of the Board of Directors. |
| Categories and Number of Persons Covered | 3 Company directors: 511,400 shares; 3 Company executive officers: 74,500 shares; 1 director of a Company subsidiary: 49,000 shares |
| Total Stock-Based Compensation | Total monetary compensation claims: ¥1,890,732,200 |
| Underwriter / lead underwriter | Nomura Securities Co., Ltd. (management of dedicated accounts) |
| Procedures under the Corporate Code of Conduct | At the 121st Annual General Meeting of Shareholders held on 12 June 2025, approval was obtained for a stock compensation limit of up to ¥4 billion per year for the Company's directors and for the total number of restricted shares to be issued, capped at 4 million shares per year. |
Items this document does not state (10)
Estimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsOverallotmentStock 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.The purpose is to encourage efforts to enhance corporate value over the medium to long term, enabling eligible recipients to manage the Company with a strong sense of responsibility as managers and from the same perspective as shareholders. In addition, from the perspective of promoting the execution of the medium- to long-term management plan as a unified group under the shared principles of the Company Group, the Company will expand the scope of eligible recipients to include officers of certain subsidiaries.
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