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Share Issuance and Disposal7564WORKMAN CO.,LTD.Retail

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to allot 2,738 treasury shares as restricted stock compensation to directors, executive officers and employees with officer-equivalent status. The recipients may not transfer the shares for a specified period, except in cases such as retirement or resignation.

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Direction
Neutral
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Scale
2738
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much2,738Shares

2,738 treasury shares

3 directors, excluding directors serving as Audit and Supervisory Committee members and outside directors1,702 shares
3 executive officers444 shares
8 employees with officer-equivalent status592 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.

¥6,760 per share
Total issue value

¥18,508,880

Amount of funds to be raised
Total payment amount: ¥7,003,360; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Up to ¥50 million per year (separate from the existing cash compensation framework)
発行済株式総数

0.003% (the transaction is a disposal of treasury shares and therefore does not increase the total number of issued 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 24 July 2026 until the date on which the recipient retires or resigns as a director, executive officer, employee or other officer or employee of the Company, or, in certain cases, until immediately after the submission of the semi-annual securities report
Conditions for lifting transfer restrictions
The recipient must continuously hold the position of director, executive officer, employee or other officer or employee of the Company throughout the service period. If the recipient retires or resigns for reasons including death or other reasons deemed justified by the Board of Directors, the restrictions will be partially lifted in proportion to the number of months in office.
Reason for acquisition without consideration
At the expiration of the transfer restriction period, the Company will automatically acquire without consideration any shares for which the transfer restrictions have not been lifted.
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 1,702 shares, Category Executive officers / Number of Employees 3 / Number of allocated shares 444 shares, Category Employees holding officer-equivalent positions / Number of Employees 8 independent officers / Number of allocated shares 592 shares
Intended allottee's holding policy
From 24 July 2026 until the date on which the recipient retires or resigns as a director, executive officer, employee or other officer or employee of the Company, or, in certain cases, until immediately after the submission of the semi-annual securities report, the shares may not be transferred, pledged or otherwise disposed of.
Payment date
24 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, ¥6,760. No discount or premium rate was stated.
Procedures under the Corporate Code of Conduct
At the 44th Annual General Meeting of Shareholders held on 26 June 2025, approval was obtained for the introduction of a restricted stock compensation plan and related 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 of2,738 treasury shares
Issue price and disposal price¥6,760 per share
Total issue value¥18,508,880
Amount of funds to be raisedTotal payment amount: ¥7,003,360; estimated net proceeds: Not disclosed
Payment date24 July 2026
Intended allotteeCategory 3 directors, excluding directors serving as Audit and Supervisory Committee members and outside directors / Number of Shares 1,702 shares, Category 3 executive officers / Number of Shares 444 shares, Category 8 employees with officer-equivalent status / Number of Shares 592 shares
Intended allottee's holding policyFrom 24 July 2026 until the date on which the recipient retires or resigns as a director, executive officer, employee or other officer or employee of the Company, or, in certain cases, until immediately after the submission of the semi-annual securities report, the shares may not be transferred, pledged or otherwise disposed of.
Dilution Rate0.003% (the transaction is a disposal of treasury shares and therefore does not increase the total number of issued shares)
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, ¥6,760. No discount or premium rate was stated.
Transfer restriction periodFrom 24 July 2026 until the date on which the recipient retires or resigns as a director, executive officer, employee or other officer or employee of the Company, or, in certain cases, until immediately after the submission of the semi-annual securities report
Conditions for lifting transfer restrictionsThe recipient must continuously hold the position of director, executive officer, employee or other officer or employee of the Company throughout the service period. If the recipient retires or resigns for reasons including death or other reasons deemed justified by the Board of Directors, the restrictions will be partially lifted in proportion to the number of months in office.
Reason for acquisition without considerationAt the expiration of the transfer restriction period, the Company will automatically acquire without consideration any shares for which the transfer restrictions have not been lifted.
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 1,702 shares, Category Executive officers / Number of Employees 3 / Number of allocated shares 444 shares, Category Employees holding officer-equivalent positions / Number of Employees 8 independent officers / Number of allocated shares 592 shares
Total Stock-Based CompensationUp to ¥50 million per year (separate from the existing cash compensation framework)
Procedures under the Corporate Code of ConductAt the 44th Annual General Meeting of Shareholders held on 26 June 2025, approval was obtained for the introduction of a restricted stock compensation plan and related matters.
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsTotal number of issued sharesExercise 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.

To provide an incentive to achieve sustained growth in corporate value and further promote value sharing with shareholders.

How to read this page

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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 | WORKMAN CO.,LTD. (7564) timely disclosure | Komori