Worth reading
53Recurring
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
0.25
% (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 through a third-party allotment (restricted stock incentive for the Employees' Stock Ownership Association)
Who receives how much70,000Shares
70,000 shares of the Company's common stock (the actual number of shares to be disposed of will be determined based on the number of eligible employees)
丸文 Employee Stock Ownership Plan70,000 shares (maximum)
The lower thin line represents the existing number of shares to which these shares will be added.
¥1,628 per share
Total issue value
¥113,960,000 (maximum)
Amount of funds to be raised
Total payment amount of ¥113,960,000; estimated net proceeds Not disclosed
Total Stock-Based Compensation
Each eligible employee will receive a monetary claim of ¥162,800 (up to 700 employees, for a maximum total of ¥113,960,000)
発行済株式総数
0.25% of total shares issued and 0.27% of total voting rights (based on 70,000 shares)
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 2 November 2026 to 1 November 2029 (approximately 3 years)
Conditions for lifting transfer restrictions
The restrictions will be lifted upon expiration of the period, provided that the eligible employee has remained a member of the employee stock ownership plan throughout the restricted period. The restrictions will also be lifted when the employee leaves the plan due to retirement at the mandatory retirement age, appointment as an officer, certain transfers to another company, death or other such event, or when a decision is made that the employee will become a non-resident.
Reason for acquisition without consideration
If, during the restricted period, the eligible employee engages in conduct that violates laws or regulations or otherwise falls under any event specified in the allotment agreement, or if the restrictions are not lifted upon expiration of the restricted period or at the time of an early release.
Categories and Number of Persons Covered
Up to 700 employees of the Company, 100 shares each (the actual number of employees and shares will be determined based on the number of employees who consent to participate in the plan)
Intended allottee's holding policy
During the restricted period, transfers, the creation of security interests and other dispositions, as well as withdrawals of restricted stock interests, will be restricted. The restricted period runs from 2 November 2026 to 1 November 2029.
Payment date
2 November 2026
Basis for determining the amount to be paid
The closing price of ¥1,628 on the Prime Market of the Tokyo Stock Exchange on 30 July 2026, the business day preceding the date of the Board of Directors' resolution. This represented a discount of 2.16% to the one-month average closing price of ¥1,664, a discount of 0.37% to the three-month average closing price of ¥1,634, and a premium of 14.97% to the six-month average closing price of ¥1,416.
Procedures under the Corporate Code of Conduct
Because the dilution ratio is below 25% and the transaction does not involve a change in the controlling shareholder, it is not necessary to obtain an opinion from an independent third party or conduct a shareholder approval procedure. The Audit & Supervisory Committee has stated its opinion that the disposal price is not particularly favorable and that the transaction is lawful.
Impact on Business Performance
The Company believes that the transaction will contribute to an increase in corporate value and has determined that its impact on the market will be immaterial in light of the level of dilution.
| Item | Details |
|---|---|
| Type of issuance or disposal | Disposal of treasury shares through a third-party allotment (restricted stock incentive for the Employees' Stock Ownership Association) |
| Number of shares to be issued or disposed of | 70,000 shares of the Company's common stock (the actual number of shares to be disposed of will be determined based on the number of eligible employees) |
| Issue price and disposal price | ¥1,628 per share |
| Total issue value | ¥113,960,000 (maximum) |
| Amount of funds to be raised | Total payment amount of ¥113,960,000; estimated net proceeds Not disclosed |
| Payment date | 2 November 2026 |
| Intended allottee | Name 丸文 Employee Stock Ownership Plan / Number of Shares 70,000 shares (maximum) |
| Intended allottee's holding policy | During the restricted period, transfers, the creation of security interests and other dispositions, as well as withdrawals of restricted stock interests, will be restricted. The restricted period runs from 2 November 2026 to 1 November 2029. |
| Dilution Rate | 0.25% of total shares issued and 0.27% of total voting rights (based on 70,000 shares) |
| Total number of issued shares | 28,051,200 shares → 28,051,200 shares (no increase because this is a disposal of treasury shares)（0％） |
| Basis for determining the amount to be paid | The closing price of ¥1,628 on the Prime Market of the Tokyo Stock Exchange on 30 July 2026, the business day preceding the date of the Board of Directors' resolution. This represented a discount of 2.16% to the one-month average closing price of ¥1,664, a discount of 0.37% to the three-month average closing price of ¥1,634, and a premium of 14.97% to the six-month average closing price of ¥1,416. |
| Transfer restriction period | From 2 November 2026 to 1 November 2029 (approximately 3 years) |
| Conditions for lifting transfer restrictions | The restrictions will be lifted upon expiration of the period, provided that the eligible employee has remained a member of the employee stock ownership plan throughout the restricted period. The restrictions will also be lifted when the employee leaves the plan due to retirement at the mandatory retirement age, appointment as an officer, certain transfers to another company, death or other such event, or when a decision is made that the employee will become a non-resident. |
| Reason for acquisition without consideration | If, during the restricted period, the eligible employee engages in conduct that violates laws or regulations or otherwise falls under any event specified in the allotment agreement, or if the restrictions are not lifted upon expiration of the restricted period or at the time of an early release. |
| Categories and Number of Persons Covered | Up to 700 employees of the Company, 100 shares each (the actual number of employees and shares will be determined based on the number of employees who consent to participate in the plan) |
| Total Stock-Based Compensation | Each eligible employee will receive a monetary claim of ¥162,800 (up to 700 employees, for a maximum total of ¥113,960,000) |
| Procedures under the Corporate Code of Conduct | Because the dilution ratio is below 25% and the transaction does not involve a change in the controlling shareholder, it is not necessary to obtain an opinion from an independent third party or conduct a shareholder approval procedure. The Audit & Supervisory Committee has stated its opinion that the disposal price is not particularly favorable and that the transaction is lawful. |
| Impact on Business Performance | The Company believes that the transaction will contribute to an increase in corporate value and has determined that its impact on the market will be immaterial in light of the level of dilution. |
Items this document does not state (10)
Estimated issuance expensesSpecific use of fundsExercise 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 support employee welfare and asset building, raise employee motivation, foster awareness of contributing to an increase in corporate value, and promote the sharing of value 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.