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Share Issuance and Disposal7261Mazda Motor CorporationAutomobiles and transportation equipment

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation and Performance-Linked Restricted Stock Compensation

Mazda resolved to dispose of a total of 270,000 treasury shares as restricted stock compensation and performance-linked restricted stock compensation for 7 directors and 16 executive officers and fellows. The payment date is 6 August 2026.

Worth reading
52Recurring
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
0.04
Dilution rate (approximately %)
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation and performance-linked restricted stock compensation

Who receives how much

Restricted stock compensation: 214,300 shares of the Company’s common stock; performance-linked restricted stock compensation: 55,700 shares of the Company’s common stock; total: 270,000 shares

7 Company directors, excluding directors serving as Audit and Supervisory Committee members and outside directorsRestricted stock compensation: 110,300 shares; performance-linked restricted stock compensation: 27,900 shares
16 Company executive officers and fellowsRestricted stock compensation: 104,000 shares; performance-linked restricted stock compensation: 27,800 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.

¥1,165.5 per share
Total issue value

¥314,685,000 (restricted stock compensation: ¥249,766,650; performance-linked restricted stock compensation: ¥64,918,350)

Amount of funds to be raised
Total payment amount: ¥314,685,000; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation receivables: ¥314,685,000. Directors: ¥128,554,650 and ¥32,517,450; executive officers and fellows: ¥121,212,000 and ¥32,400,900. The amount of compensation and other payments is within the annual limit of ¥1.5 billion.
発行済株式総数

Approximately 0.04%

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
From 6 August 2026 until the date on which the recipient retires or resigns from any position corresponding to the eligible position
Conditions for lifting transfer restrictions
The recipient must continuously hold one of the eligible positions during the transfer restriction period or until the prescribed period. In the event of retirement or resignation for a legitimate reason, some of the restrictions will be lifted based on the period of service and other factors. For performance-linked stock compensation, the number of shares to be delivered will be calculated based on whether the targets for each performance indicator were achieved during the performance evaluation period.
Reason for acquisition without consideration
All or part of the shares for which the transfer restrictions have not been lifted upon expiry of the transfer restriction period, shares for which the transfer restrictions have not been lifted in connection with a corporate reorganization or similar transaction, or shares subject to certain other circumstances prescribed by the Board of Directors, including a material violation of laws, regulations or internal rules.
Categories and Number of Persons Covered
7 Company directors: 110,300 shares as restricted stock compensation and 27,900 shares as performance-linked restricted stock compensation. 16 Company executive officers and fellows: 104,000 shares as restricted stock compensation and 27,800 shares as performance-linked restricted stock compensation.
Intended allottee's holding policy
The allocated shares will be held and maintained in a designated account at SMBC Nikko Securities Inc. until the transfer restrictions are lifted. The transfer restriction period will run from 6 August 2026 until the date on which the recipient retires or resigns from any position corresponding to the eligible position.
Payment date
6 August 2026
Basis for determining the amount to be paid
The closing price of the Company’s common stock on the Tokyo Stock Exchange on 21 July 2026, ¥1,165.5. No discount or premium rate was stated.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares as restricted stock compensation and performance-linked restricted stock compensation
Number of shares to be issued or disposed ofRestricted stock compensation: 214,300 shares of the Company’s common stock; performance-linked restricted stock compensation: 55,700 shares of the Company’s common stock; total: 270,000 shares
Issue price and disposal price¥1,165.5 per share
Total issue value¥314,685,000 (restricted stock compensation: ¥249,766,650; performance-linked restricted stock compensation: ¥64,918,350)
Amount of funds to be raisedTotal payment amount: ¥314,685,000; estimated net proceeds: Not disclosed
Payment date6 August 2026
Intended allotteeName 7 Company directors, excluding directors serving as Audit and Supervisory Committee members and outside directors / Number of shares Restricted stock compensation: 110,300 shares; performance-linked restricted stock compensation: 27,900 shares, Name 16 Company executive officers and fellows / Number of shares Restricted stock compensation: 104,000 shares; performance-linked restricted stock compensation: 27,800 shares
Intended allottee's holding policyThe allocated shares will be held and maintained in a designated account at SMBC Nikko Securities Inc. until the transfer restrictions are lifted. The transfer restriction period will run from 6 August 2026 until the date on which the recipient retires or resigns from any position corresponding to the eligible position.
Dilution RateApproximately 0.04%
Basis for determining the amount to be paidThe closing price of the Company’s common stock on the Tokyo Stock Exchange on 21 July 2026, ¥1,165.5. No discount or premium rate was stated.
Transfer restriction periodFrom 6 August 2026 until the date on which the recipient retires or resigns from any position corresponding to the eligible position
Conditions for lifting transfer restrictionsThe recipient must continuously hold one of the eligible positions during the transfer restriction period or until the prescribed period. In the event of retirement or resignation for a legitimate reason, some of the restrictions will be lifted based on the period of service and other factors. For performance-linked stock compensation, the number of shares to be delivered will be calculated based on whether the targets for each performance indicator were achieved during the performance evaluation period.
Reason for acquisition without considerationAll or part of the shares for which the transfer restrictions have not been lifted upon expiry of the transfer restriction period, shares for which the transfer restrictions have not been lifted in connection with a corporate reorganization or similar transaction, or shares subject to certain other circumstances prescribed by the Board of Directors, including a material violation of laws, regulations or internal rules.
Categories and Number of Persons Covered7 Company directors: 110,300 shares as restricted stock compensation and 27,900 shares as performance-linked restricted stock compensation. 16 Company executive officers and fellows: 104,000 shares as restricted stock compensation and 27,800 shares as performance-linked restricted stock compensation.
Total Stock-Based CompensationTotal monetary compensation receivables: ¥314,685,000. Directors: ¥128,554,650 and ¥32,517,450; executive officers and fellows: ¥121,212,000 and ¥32,400,900. The amount of compensation and other payments is within the annual limit of ¥1.5 billion.
Items this document does not state (13)
Estimated issuance expensesSpecific use of fundsTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioProcedures under the Corporate Code of ConductMost 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 share with shareholders the benefits and risks of fluctuations in the share price and encourage recipients to contribute to the enhancement of corporate value over the medium to long term.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation and Performance-Linked Restricted Stock Compensation | Mazda Motor Corporation (7261) timely disclosure | Komori