Komori
Share Issuance and Disposal7337Hirogin Holdings,Inc.Banks

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

Hirogin Holdings, Inc. resolved to dispose of 165,146 treasury shares as restricted stock to 41 directors, executive officers and others, with the shares contributed in kind as compensation receivables. The shares may not be transferred until retirement or another specified event, and the transfer restrictions will be released once certain conditions are met.

Worth reading
39Recurring
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
0.05
% (dilution rate relative to the total number of issued shares)
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much165,146Shares

165,146 treasury shares

Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors)5 / 23,040 shares
The Company's executive officers10 / 25,162 shares
Directors of Hiroshima Bank, excluding directors who are Audit & Supervisory Committee members and outside directors7 / 18,176 shares
Executive officers of Hiroshima Bank19 / 85,714 shares
Directors of subsidiaries of the Company14 / 13,054 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.

¥2,098.5 per share
Total Stock-Based Compensation

Total monetary compensation receivables of ¥346,558,881. Total annual compensation and other amounts for eligible directors are capped at ¥100 million.

発行済株式総数

0.05% (relative to the total number of shares issued as of 31 March 2026; rounded to the nearest hundredth of a percentage point)

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
For Restricted Stock (I), from 10 July 2026 until the date on which the relevant recipient (I) retires from all positions as a director or executive officer of the company and The Hiroshima Bank, Ltd. For Restricted Stock (II), from 10 July 2026 until the date on which the relevant recipient (II) retires as a director of the company to which they belonged as of 10 July 2026.
Conditions for lifting transfer restrictions
For Restricted Stock (I), all shares held at the end of the period will have their transfer restrictions released, provided that the recipient continuously held a position as either a director or executive officer of the company or The Hiroshima Bank, Ltd. throughout the service period. For Restricted Stock (II), all shares held at the end of the period will have their transfer restrictions released, provided that the recipient continuously held a position as a director of their affiliated company throughout the service period. In the event of retirement for a justifiable reason, the treatment will be reasonably adjusted.
Reason for acquisition without consideration
The company will acquire the shares without consideration if the recipient retires from the prescribed position during the service period, except where the Board of Directors recognizes a justifiable reason, and if any shares remain subject to transfer restrictions at the end of the transfer restriction period. Shares that remain subject to transfer restrictions at the time of a corporate reorganization will also be acquired without consideration.
Categories and Number of Persons Covered
27 directors and executive officers of the company and The Hiroshima Bank, Ltd., and 14 directors of the company's subsidiaries. The aggregate number of entries in the table above is 55, while the number of individuals is 41.
Intended allottee's holding policy
The shares will be held and maintained in accounts opened with SMBC Nikko Securities Inc. until the transfer restrictions are lifted. During the restriction period, the shares may not be transferred to any third party or otherwise disposed of in any manner.
Payment date
10 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 23 June 2026, ¥2,098.5. No discount or premium applies.
Procedures under the Corporate Code of Conduct
At the annual general meeting of shareholders held on 24 June 2026, approval was obtained for the introduction of the restricted stock compensation plan and the total amount of compensation receivables and other matters.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares as restricted stock compensation
Number of shares to be issued or disposed of165,146 treasury shares
Issue price and disposal price¥2,098.5 per share
Payment date10 July 2026
Intended allotteeCategory Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 5 / Number of Shares 23,040 shares, Category The Company's executive officers / Number of Employees 10 / Number of Shares 25,162 shares, Category Directors of Hiroshima Bank, excluding directors who are Audit & Supervisory Committee members and outside directors / Number of Employees 7 / Number of Shares 18,176 shares, Category Executive officers of Hiroshima Bank / Number of Employees 19 / Number of Shares 85,714 shares, Category Directors of subsidiaries of the Company / Number of Employees 14 / Number of Shares 13,054 shares
Intended allottee's holding policyThe shares will be held and maintained in accounts opened with SMBC Nikko Securities Inc. until the transfer restrictions are lifted. During the restriction period, the shares may not be transferred to any third party or otherwise disposed of in any manner.
Dilution Rate0.05% (relative to the total number of shares issued as of 31 March 2026; rounded to the nearest hundredth of a percentage point)
Total number of issued shares301,871,477 shares → Not disclosed
Basis for determining the amount to be paidThe closing price of the company's common shares on the Tokyo Stock Exchange on 23 June 2026, ¥2,098.5. No discount or premium applies.
Transfer restriction periodFor Restricted Stock (I), from 10 July 2026 until the date on which the relevant recipient (I) retires from all positions as a director or executive officer of the company and The Hiroshima Bank, Ltd. For Restricted Stock (II), from 10 July 2026 until the date on which the relevant recipient (II) retires as a director of the company to which they belonged as of 10 July 2026.
Conditions for lifting transfer restrictionsFor Restricted Stock (I), all shares held at the end of the period will have their transfer restrictions released, provided that the recipient continuously held a position as either a director or executive officer of the company or The Hiroshima Bank, Ltd. throughout the service period. For Restricted Stock (II), all shares held at the end of the period will have their transfer restrictions released, provided that the recipient continuously held a position as a director of their affiliated company throughout the service period. In the event of retirement for a justifiable reason, the treatment will be reasonably adjusted.
Reason for acquisition without considerationThe company will acquire the shares without consideration if the recipient retires from the prescribed position during the service period, except where the Board of Directors recognizes a justifiable reason, and if any shares remain subject to transfer restrictions at the end of the transfer restriction period. Shares that remain subject to transfer restrictions at the time of a corporate reorganization will also be acquired without consideration.
Categories and Number of Persons Covered27 directors and executive officers of the company and The Hiroshima Bank, Ltd., and 14 directors of the company's subsidiaries. The aggregate number of entries in the table above is 55, while the number of individuals is 41.
Total Stock-Based CompensationTotal monetary compensation receivables of ¥346,558,881. Total annual compensation and other amounts for eligible directors are capped at ¥100 million.
Procedures under the Corporate Code of ConductAt the annual general meeting of shareholders held on 24 June 2026, approval was obtained for the introduction of the restricted stock compensation plan and the total amount of compensation receivables and other matters.
Items this document does not state (13)
Total issue valueAmount of funds to be raisedEstimated 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.

By having the eligible individuals directly acquire and hold shares, the company aims to have them share with shareholders the benefits and risks of share price movements and increase their motivation to contribute to share price appreciation and higher corporate value. The company explained that the scale of the dilution is immaterial and reasonable in light of the purpose of the plan.

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 Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Hirogin Holdings,Inc. (7337) timely disclosure | Komori