Komori
Share Issuance and Disposal7716NAKANISHI INC.Electrical Equipment and Precision Instruments

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company has resolved to dispose of 4,600 treasury shares to 1 director and 6 executive officers as restricted stock compensation. The eligible recipients will make an in-kind contribution of monetary claims totaling ¥12,581,000 and receive the shares.

Worth reading
50Recurring
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
4600
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much4,600Shares

4,600 shares of the Company's common stock (treasury shares)

1 director of the Company (excluding outside directors)1,500 shares
6 executive officers who do not concurrently serve as directors of the Company3,100 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.

¥2,735 per share
Total issue value

¥12,581,000

Amount of funds to be raised
Total payment amount: ¥12,581,000; estimated net proceeds: ¥12,581,000 (through the in-kind contribution of monetary claims)
Total Stock-Based Compensation
Total monetary claims: ¥12,581,000. The compensation limit for eligible directors is ¥500 million per year and 50,000 shares per year.
発行済株式総数

The total number of issued shares will not increase

Not applicable (disposal of treasury shares only)

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 the disposal date until the date on which the eligible directors and other recipients cease to hold their positions as directors or other officers of the Company or retire from employment
Conditions for lifting transfer restrictions
The restrictions will be fully lifted upon expiration of the restricted transfer period, provided that the eligible recipients continuously hold their positions as directors or other officers of the Company from 27 April 2026 through 27 April 2029. In the event of departure from office or retirement due to expiration of the term of office, mandatory retirement, or another legitimate reason, the restrictions will be lifted for the number of shares corresponding to the period of service.
Reason for acquisition without consideration
At the time the transfer restrictions are lifted, the Company will acquire without consideration any shares for which the restrictions are not lifted. In the event of a corporate reorganization, the Company will likewise acquire without consideration any shares for which the restrictions are not lifted.
Categories and Number of Persons Covered
Category The Company's directors (excluding outside directors) / Number of Employees 1 / Number of allocated shares 1,500 shares, Category Executive officers who do not concurrently serve as directors of the Company / Number of Employees 6 / Number of allocated shares 3,100 shares
Intended allottee's holding policy
During the transfer restriction period, the shares may not be transferred, pledged or otherwise disposed of. They will be managed in dedicated accounts.
Payment date
27 April 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange on 27 March 2026, ¥2,735. No discount or premium applies.
Procedures under the Corporate Code of Conduct
The system and related matters were approved at the annual general meetings of shareholders held on 30 March 2023 and 30 March 2026.
Impact on Business Performance
No impact on business results from this disposal of treasury shares is disclosed.
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 of4,600 shares of the Company's common stock (treasury shares)
Issue price and disposal price¥2,735 per share
Total issue value¥12,581,000
Amount of funds to be raisedTotal payment amount: ¥12,581,000; estimated net proceeds: ¥12,581,000 (through the in-kind contribution of monetary claims)
Payment date27 April 2026
Intended allotteeName 1 director of the Company (excluding outside directors) / Number of Shares 1,500 shares, Name 6 executive officers who do not concurrently serve as directors of the Company / Number of Shares 3,100 shares
Intended allottee's holding policyDuring the transfer restriction period, the shares may not be transferred, pledged or otherwise disposed of. They will be managed in dedicated accounts.
Dilution RateNot applicable (disposal of treasury shares only)
Total number of issued sharesThe total number of issued shares will not increase
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange on 27 March 2026, ¥2,735. No discount or premium applies.
Transfer restriction periodFrom the disposal date until the date on which the eligible directors and other recipients cease to hold their positions as directors or other officers of the Company or retire from employment
Conditions for lifting transfer restrictionsThe restrictions will be fully lifted upon expiration of the restricted transfer period, provided that the eligible recipients continuously hold their positions as directors or other officers of the Company from 27 April 2026 through 27 April 2029. In the event of departure from office or retirement due to expiration of the term of office, mandatory retirement, or another legitimate reason, the restrictions will be lifted for the number of shares corresponding to the period of service.
Reason for acquisition without considerationAt the time the transfer restrictions are lifted, the Company will acquire without consideration any shares for which the restrictions are not lifted. In the event of a corporate reorganization, the Company will likewise acquire without consideration any shares for which the restrictions are not lifted.
Categories and Number of Persons CoveredCategory The Company's directors (excluding outside directors) / Number of Employees 1 / Number of allocated shares 1,500 shares, Category Executive officers who do not concurrently serve as directors of the Company / Number of Employees 6 / Number of allocated shares 3,100 shares
Total Stock-Based CompensationTotal monetary claims: ¥12,581,000. The compensation limit for eligible directors is ¥500 million per year and 50,000 shares per year.
Procedures under the Corporate Code of ConductThe system and related matters were approved at the annual general meetings of shareholders held on 30 March 2023 and 30 March 2026.
Impact on Business PerformanceNo impact on business results from this disposal of treasury shares is disclosed.
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 provide the eligible directors and other recipients with an incentive to increase corporate value over the medium to long term and promote the sharing of value with shareholders. The Company also considered the purpose of the system, the Company's performance, the scope of responsibilities of each eligible director and other recipient, and other relevant factors.

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 | NAKANISHI INC. (7716) timely disclosure | Komori