Komori
Share Issuance and Disposal7318SERENDIP HOLDINGS Co.,Ltd.Automobiles and transportation equipment

Notice Regarding the Issuance of New Shares as Restricted Stock-Based Compensation

The Company resolved to issue 19,828 common shares as restricted stock compensation for its directors, directors who are Audit and Supervisory Committee members, executive officers and employees. The issue price is ¥2,405 per share, and the payment date is 23 July 2026.

Worth reading
59In focus
Scored from 4 of 5 sections
Direction
Neutral
Direction inferred from the company’s description.
Scale
19828
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of new shares as restricted stock compensation

Who receives how much19,828Shares

19,828 common shares of the Company

Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors)3 / 7,133 shares
Directors of the Company who are Audit and Supervisory Committee members (excluding outside directors who are Audit and Supervisory Committee members)1 / 104 shares
The Company's executive officers10 / 6,036 shares
Employees of the Company49 / 6,555 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.

¥2,405 per share
Total issue value

¥47,686,340

Amount of funds to be raised
Total amount paid: ¥47,686,340. Estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation receivables: ¥47,686,340. Annual limit of ¥20 million for eligible directors and ¥10 million for eligible directors who are Audit and Supervisory Committee members.
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 23 July 2026 to 22 July 2029 (3 years)
Conditions for lifting transfer restrictions
The recipient must continuously hold one of the positions of director, executive officer or employee of the Company during the restricted period. In the event of retirement or resignation for a valid reason, the restrictions will be lifted in proportion to the number of months of service divided by 36.
Reason for acquisition without consideration
If, before the end of the restricted period, the recipient retires or resigns from the position of director, executive officer or employee of the Company without a reason deemed valid. In addition, if any shares remain subject to restrictions at the end of the period, or if any shares remain subject to restrictions as of the business day immediately preceding the effective date of a corporate reorganization or similar transaction, the Company will acquire those shares without consideration.
Categories and Number of Persons Covered
Category Directors (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 3 / Number of allocated shares 7,133 shares, Category Directors who are Audit and Supervisory Committee members (excluding outside directors who are Audit and Supervisory Committee members) / Number of Employees 1 / Number of allocated shares 104 shares, Category Executive officers / Number of Employees 10 / Number of allocated shares 6,036 shares, Category Employees / Number of Employees 49 / Number of allocated shares 6,555 shares
Intended allottee's holding policy
During the restricted period, the shares may not be transferred to a third party, pledged, made subject to a transfer security interest, gifted inter vivos, bequeathed or otherwise disposed of. Until the restrictions are lifted, the shares will be held and maintained in a designated account at SMBC Nikko Securities Inc.
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 on 24 June 2026, ¥2,405. No discount or premium applies.
Procedures under the Corporate Code of Conduct
At the 21st Annual General Meeting of Shareholders held on 25 June 2026, approval was obtained for the introduction of the restricted stock compensation plan, the limits on compensation receivables and the number of shares, the restricted period and other matters.
Impact on Business Performance
Impact on business performance from this issuance of new shares Not disclosed
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of new shares as restricted stock compensation
Number of shares to be issued or disposed of19,828 common shares of the Company
Issue price and disposal price¥2,405 per share
Total issue value¥47,686,340
Amount of funds to be raisedTotal amount paid: ¥47,686,340. Estimated net proceeds: Not disclosed
Payment date23 July 2026
Intended allotteeCategory Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 3 / Number of Shares 7,133 shares, Category Directors of the Company who are Audit and Supervisory Committee members (excluding outside directors who are Audit and Supervisory Committee members) / Number of Employees 1 / Number of Shares 104 shares, Category The Company's executive officers / Number of Employees 10 / Number of Shares 6,036 shares, Category Employees of the Company / Number of Employees 49 / Number of Shares 6,555 shares
Intended allottee's holding policyDuring the restricted period, the shares may not be transferred to a third party, pledged, made subject to a transfer security interest, gifted inter vivos, bequeathed or otherwise disposed of. Until the restrictions are lifted, the shares will be held and maintained in a designated account at SMBC Nikko Securities Inc.
Basis for determining the amount to be paidThe closing price of the Company’s common shares on the Tokyo Stock Exchange on 24 June 2026, ¥2,405. No discount or premium applies.
Transfer restriction periodFrom 23 July 2026 to 22 July 2029 (3 years)
Conditions for lifting transfer restrictionsThe recipient must continuously hold one of the positions of director, executive officer or employee of the Company during the restricted period. In the event of retirement or resignation for a valid reason, the restrictions will be lifted in proportion to the number of months of service divided by 36.
Reason for acquisition without considerationIf, before the end of the restricted period, the recipient retires or resigns from the position of director, executive officer or employee of the Company without a reason deemed valid. In addition, if any shares remain subject to restrictions at the end of the period, or if any shares remain subject to restrictions as of the business day immediately preceding the effective date of a corporate reorganization or similar transaction, the Company will acquire those shares without consideration.
Categories and Number of Persons CoveredCategory Directors (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 3 / Number of allocated shares 7,133 shares, Category Directors who are Audit and Supervisory Committee members (excluding outside directors who are Audit and Supervisory Committee members) / Number of Employees 1 / Number of allocated shares 104 shares, Category Executive officers / Number of Employees 10 / Number of allocated shares 6,036 shares, Category Employees / Number of Employees 49 / Number of allocated shares 6,555 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥47,686,340. Annual limit of ¥20 million for eligible directors and ¥10 million for eligible directors who are Audit and Supervisory Committee members.
Procedures under the Corporate Code of ConductAt the 21st Annual General Meeting of Shareholders held on 25 June 2026, approval was obtained for the introduction of the restricted stock compensation plan, the limits on compensation receivables and the number of shares, the restricted period and other matters.
Impact on Business PerformanceImpact on business performance from this issuance of new shares Not disclosed
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 underwriterOverallotmentStock Split RatioMost recent equity financingMajor shareholders after the offering

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 the benefits and risks of share price fluctuations with shareholders and strengthen recipients’ motivation to contribute to future increases in the share price and corporate value. The issuance is also intended to promote the sustained enhancement of corporate value and further value sharing with shareholders.

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.
Notice Regarding the Issuance of New Shares as Restricted Stock-Based Compensation | SERENDIP HOLDINGS Co.,Ltd. (7318) timely disclosure | Komori