Worth reading
45Recurring
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
240667
SharesWording
Definitive
How definitive the wording is.Details of issuance or disposal
Disposal of treasury shares as performance-linked restricted stock compensation
Who receives how much240,667Shares
240,667 shares of the Company's common stock (treasury shares)
Directors (excluding outside directors)1 / 52,390 shares
Directors (retiring directors)3 / 53,343 shares
Executive officers who do not concurrently serve as directors16 / 119,544 shares
Fellow3 / 15,390 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.
¥1,098 per share
Total issue value
¥264,252,366
Amount of funds to be raised
Total payment amount: ¥264,252,366; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary claims: ¥264,252,366. The annual remuneration ceiling for eligible directors is ¥600 million, and the annual ceiling on the total number of shares granted to eligible directors is 900,000 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 24 April 2026 to 23 April 2056 (30 years)
Conditions for lifting transfer restrictions
Provided that the recipient continuously holds one of the positions of director, audit & supervisory board member, executive officer, executive officer, fellow or other employee of the Company during the transfer restriction period, all transfer restrictions will be lifted upon expiration of the period. If the recipient leaves office or retires due to expiration of the term of office, mandatory retirement, death or any other legitimate reason, all transfer restrictions will be lifted immediately thereafter. In the event of certain corporate reorganizations, all transfer restrictions will be lifted immediately before the business day preceding the effective date.
Reason for acquisition without consideration
The Company will automatically acquire all of the shares without consideration if the recipient leaves office or retires for a reason other than a legitimate reason, is sentenced to a penalty heavier than imprisonment, or is determined by the Board of Directors to have materially violated any law or regulation, the Articles of Incorporation, internal rules or the allocation agreement, among other circumstances.
Stock Split Ratio3 shares for each share, effective 1 January 2024
Categories and Number of Persons Covered
1 director (excluding outside directors), 52,390 shares; 3 retiring directors, 53,343 shares; 16 executive officers who do not concurrently serve as directors, 119,544 shares; 3 fellows, 15,390 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged as collateral or otherwise disposed of. If a clawback event, such as a material violation of laws or regulations, occurs before the date falling three years after the lifting of the transfer restrictions, all or part of the shares for which the restrictions have been lifted or an amount equivalent to the sale proceeds must be returned.
Payment date
24 April 2026
Basis for determining the amount to be paid
The closing price of ¥1,098 on the Tokyo Stock Exchange Prime Market on 24 March 2026. This represented a discount of 3.85% to the average closing price of ¥1,142 for the preceding one month, 6.23% to the average of ¥1,171 for the preceding three months, and 4.44% to the average of ¥1,149 for the preceding six months.
Procedures under the Corporate Code of Conduct
Because the dilution rate is below 25% and the transaction does not involve a change in the controlling shareholder, obtaining an opinion from an independent third party and conducting a procedure to confirm shareholders' intentions are not required. In addition, all 5 audit & supervisory board members have expressed the opinion that the disposal price is not particularly favorable and is lawful.
| Item | Details |
|---|---|
| Type of issuance or disposal | Disposal of treasury shares as performance-linked restricted stock compensation |
| Number of shares to be issued or disposed of | 240,667 shares of the Company's common stock (treasury shares) |
| Issue price and disposal price | ¥1,098 per share |
| Total issue value | ¥264,252,366 |
| Amount of funds to be raised | Total payment amount: ¥264,252,366; estimated net proceeds: Not disclosed |
| Payment date | 24 April 2026 |
| Intended allottee | Category Directors (excluding outside directors) / Number of Employees 1 / Number of Shares 52,390 shares, Category Directors (retiring directors) / Number of Employees 3 / Number of Shares 53,343 shares, Category Executive officers who do not concurrently serve as directors / Number of Employees 16 / Number of Shares 119,544 shares, Category Fellow / Number of Employees 3 / Number of Shares 15,390 shares |
| Intended allottee's holding policy | During the transfer restriction period, the shares may not be transferred, pledged as collateral or otherwise disposed of. If a clawback event, such as a material violation of laws or regulations, occurs before the date falling three years after the lifting of the transfer restrictions, all or part of the shares for which the restrictions have been lifted or an amount equivalent to the sale proceeds must be returned. |
| Basis for determining the amount to be paid | The closing price of ¥1,098 on the Tokyo Stock Exchange Prime Market on 24 March 2026. This represented a discount of 3.85% to the average closing price of ¥1,142 for the preceding one month, 6.23% to the average of ¥1,171 for the preceding three months, and 4.44% to the average of ¥1,149 for the preceding six months. |
| Transfer restriction period | From 24 April 2026 to 23 April 2056 (30 years) |
| Conditions for lifting transfer restrictions | Provided that the recipient continuously holds one of the positions of director, audit & supervisory board member, executive officer, executive officer, fellow or other employee of the Company during the transfer restriction period, all transfer restrictions will be lifted upon expiration of the period. If the recipient leaves office or retires due to expiration of the term of office, mandatory retirement, death or any other legitimate reason, all transfer restrictions will be lifted immediately thereafter. In the event of certain corporate reorganizations, all transfer restrictions will be lifted immediately before the business day preceding the effective date. |
| Reason for acquisition without consideration | The Company will automatically acquire all of the shares without consideration if the recipient leaves office or retires for a reason other than a legitimate reason, is sentenced to a penalty heavier than imprisonment, or is determined by the Board of Directors to have materially violated any law or regulation, the Articles of Incorporation, internal rules or the allocation agreement, among other circumstances. |
| Categories and Number of Persons Covered | 1 director (excluding outside directors), 52,390 shares; 3 retiring directors, 53,343 shares; 16 executive officers who do not concurrently serve as directors, 119,544 shares; 3 fellows, 15,390 shares |
| Total Stock-Based Compensation | Total monetary claims: ¥264,252,366. The annual remuneration ceiling for eligible directors is ¥600 million, and the annual ceiling on the total number of shares granted to eligible directors is 900,000 shares. |
| Stock Split Ratio | 3 shares for each share, effective 1 January 2024 |
| Procedures under the Corporate Code of Conduct | Because the dilution rate is below 25% and the transaction does not involve a change in the controlling shareholder, obtaining an opinion from an independent third party and conducting a procedure to confirm shareholders' intentions are not required. In addition, all 5 audit & supervisory board members have expressed the opinion that the disposal price is not particularly favorable and is lawful. |
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentMost 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 promote value sharing between the eligible recipients and shareholders and provide appropriate incentives for the sustainable enhancement of corporate value over the medium to long term.
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.