Komori
Share Issuance and Disposal7353KIYO Learning Co.,Ltd.Information and Communications, Services and Others

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

The Company has resolved to issue 7,000 common shares to 2 directors, excluding outside directors, as restricted stock compensation. The shares generally may not be transferred for 3 years.

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
7000
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of new shares as restricted stock compensation

Who receives how much7,000Shares

7,000 common shares (new shares)

2 directors of the Company (excluding outside directors)7,000 shares

The lower thin line represents the existing number of shares to which these shares will be added.

¥569 per share
Total issue value

¥3,983,000

Total Stock-Based Compensation
Total monetary compensation receivables of ¥3,983,000 (annual compensation limit of no more than ¥60 million)
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
16 April 2026 to 15 April 2029 (3 years)
Conditions for lifting transfer restrictions
The recipient must continuously remain in office or employed in one of the following positions from the start date of the transfer restriction period until the date of the annual general meeting of shareholders to be held in 2029: director, executive officer, employee or any other equivalent position at the Company. In the event of retirement from office or employment for a valid reason, the restrictions will be lifted in part according to the number of months in office or employment.
Reason for acquisition without consideration
If the recipient retires from office or employment during the transfer restriction period without a reason deemed valid, if any shares remain subject to the restrictions when the transfer restriction period expires, or if any shares remain subject to the restrictions as a result of a corporate reorganization or other similar event.
Stock Split RatioNot applicable (the most recent stock split was conducted effective 1 July 2021, at a ratio of 3 common shares for each 1 share)
Categories and Number of Persons Covered
2 directors of the Company, excluding outside directors; 7,000 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred to third parties, pledged, made subject to a security interest by way of transfer, gifted during the holder's lifetime, bequeathed or otherwise disposed of in any way. The holding policy after the transfer restrictions are lifted is Not disclosed.
Payment date
16 April 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 March 2026, which was ¥569. The discount rate and premium rate are 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 of7,000 common shares (new shares)
Issue price and disposal price¥569 per share
Total issue value¥3,983,000
Payment date16 April 2026
Intended allotteeName 2 directors of the Company (excluding outside directors) / Number of Shares 7,000 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred to third parties, pledged, made subject to a security interest by way of transfer, gifted during the holder's lifetime, bequeathed or otherwise disposed of in any way. The holding policy after the transfer restrictions are lifted is Not disclosed.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 24 March 2026, which was ¥569. The discount rate and premium rate are Not disclosed.
Transfer restriction period16 April 2026 to 15 April 2029 (3 years)
Conditions for lifting transfer restrictionsThe recipient must continuously remain in office or employed in one of the following positions from the start date of the transfer restriction period until the date of the annual general meeting of shareholders to be held in 2029: director, executive officer, employee or any other equivalent position at the Company. In the event of retirement from office or employment for a valid reason, the restrictions will be lifted in part according to the number of months in office or employment.
Reason for acquisition without considerationIf the recipient retires from office or employment during the transfer restriction period without a reason deemed valid, if any shares remain subject to the restrictions when the transfer restriction period expires, or if any shares remain subject to the restrictions as a result of a corporate reorganization or other similar event.
Categories and Number of Persons Covered2 directors of the Company, excluding outside directors; 7,000 shares
Total Stock-Based CompensationTotal monetary compensation receivables of ¥3,983,000 (annual compensation limit of no more than ¥60 million)
Stock Split RatioNot applicable (the most recent stock split was conducted effective 1 July 2021, at a ratio of 3 common shares for each 1 share)
Items this document does not state (14)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentProcedures 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 align the directors' interests with shareholders by sharing the benefits and risks of share price fluctuations and to enhance their motivation to contribute to an increase in the share price and corporate value.

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 | KIYO Learning Co.,Ltd. (7353) timely disclosure | Komori