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Share Issuance and Disposal7791DREAMBED CO.,LTD.Information and Communications, Services and Others

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Incentives for the Employee Stock Ownership Plan

The Company resolved to dispose of up to 19,760 treasury shares as transfer-restricted shares for employees, with the Employee Stock Ownership Association as the allotment recipient. The actual number of shares to be disposed of will be determined at a later date based on factors including the number of employees who agree to participate in the plan.

Worth reading
48Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
19760
Shares (maximum)
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Disposal of restricted treasury shares through a third-party allotment (for the employee stock ownership plan)

Who receives how much19,760Shares

19,760 shares of the Company's common stock (maximum; the actual number of shares will be determined at a later date)

ドリームベッド Employee Stock Ownership Association, 19,760 shares (maximum)

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

¥830 per share
Total issue value

¥16,400,800 (maximum)

Amount of funds to be raised
Total payment amount of ¥16,400,800 (maximum); estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Amount of monetary receivables: up to ¥581,000 per Senior Executive Officer, ¥498,000 per Executive Officer, ¥83,000 per Senior Manager, ¥41,500 per Manager, ¥33,200 per Leader, ¥24,900 per Senior Staff member, and ¥16,600 per Staff member, Support Staff member, contract employee, fixed-term employee, part-time employee or other employee. Total amount: Not disclosed.
発行済株式総数

0.48% of total issued shares and 0.49% of total voting rights (both based on the maximum number of 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 10 September 2026 to 10 September 2029 (3 years)
Conditions for lifting transfer restrictions
Provided that the participating employee remains a member of the association throughout the transfer-restricted period, all of the allotted shares corresponding to that employee's transfer-restricted share interest will be released from the transfer restrictions when the transfer-restricted period expires. If the employee leaves the association due to reaching retirement age or for another legitimate reason, the transfer restrictions on the shares corresponding to the employee's months of service will be released on the date the withdrawal application is accepted.
Reason for acquisition without consideration
The Company will automatically acquire without consideration any allotted shares for which the transfer restrictions have not been released when the transfer-restricted period expires or when the transfer restrictions are otherwise released.
Categories and Number of Persons Covered
Senior Executive Officers: up to 2 people, 700 shares; Executive Officers: up to 7 people, 600 shares; Senior Managers: up to 8 people, 100 shares; Managers: up to 56 people, 50 shares; Leaders: up to 82 people, 40 shares; Senior Staff: up to 114 people, 30 shares; Staff, Support Staff, contract employees, fixed-term employees, part-time employees and others: up to 193 people, 20 shares. Total: up to 462 people, 19,760 shares.
Intended allottee's holding policy
During the transfer-restricted period, the shares will be managed by the association in a designated account, and participating employees will be restricted from withdrawing the corresponding share interests until the transfer restrictions are lifted.
Payment date
10 September 2026
Basis for determining the amount to be paid
The closing price of the Company's common stock on the Tokyo Stock Exchange Standard Market on 9 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥830. The deviations from the average closing prices were 2.85% compared with ¥807 over 1 month, 3.75% compared with ¥800 over 3 months, and 0.73% compared with ¥824 over 6 months.
Procedures under the Corporate Code of Conduct
Because the dilution rate is below 25% and the transaction does not involve a change in the controlling shareholder, obtaining an opinion from an independent third party and conducting procedures to confirm shareholders' intentions are not required. The 3 Audit & Supervisory Board Members also expressed the opinion that the disposal price does not constitute a particularly favorable price and that the transaction is lawful.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of restricted treasury shares through a third-party allotment (for the employee stock ownership plan)
Number of shares to be issued or disposed of19,760 shares of the Company's common stock (maximum; the actual number of shares will be determined at a later date)
Issue price and disposal price¥830 per share
Total issue value¥16,400,800 (maximum)
Amount of funds to be raisedTotal payment amount of ¥16,400,800 (maximum); estimated net proceeds: Not disclosed
Payment date10 September 2026
Intended allotteeドリームベッド Employee Stock Ownership Association, 19,760 shares (maximum)
Intended allottee's holding policyDuring the transfer-restricted period, the shares will be managed by the association in a designated account, and participating employees will be restricted from withdrawing the corresponding share interests until the transfer restrictions are lifted.
Dilution Rate0.48% of total issued shares and 0.49% of total voting rights (both based on the maximum number of shares)
Total number of issued shares4,152,820 shares (as of 30 June 2026) → Not disclosed
Basis for determining the amount to be paidThe closing price of the Company's common stock on the Tokyo Stock Exchange Standard Market on 9 July 2026, the business day preceding the date of the Board of Directors' resolution, was ¥830. The deviations from the average closing prices were 2.85% compared with ¥807 over 1 month, 3.75% compared with ¥800 over 3 months, and 0.73% compared with ¥824 over 6 months.
Transfer restriction periodFrom 10 September 2026 to 10 September 2029 (3 years)
Conditions for lifting transfer restrictionsProvided that the participating employee remains a member of the association throughout the transfer-restricted period, all of the allotted shares corresponding to that employee's transfer-restricted share interest will be released from the transfer restrictions when the transfer-restricted period expires. If the employee leaves the association due to reaching retirement age or for another legitimate reason, the transfer restrictions on the shares corresponding to the employee's months of service will be released on the date the withdrawal application is accepted.
Reason for acquisition without considerationThe Company will automatically acquire without consideration any allotted shares for which the transfer restrictions have not been released when the transfer-restricted period expires or when the transfer restrictions are otherwise released.
Categories and Number of Persons CoveredSenior Executive Officers: up to 2 people, 700 shares; Executive Officers: up to 7 people, 600 shares; Senior Managers: up to 8 people, 100 shares; Managers: up to 56 people, 50 shares; Leaders: up to 82 people, 40 shares; Senior Staff: up to 114 people, 30 shares; Staff, Support Staff, contract employees, fixed-term employees, part-time employees and others: up to 193 people, 20 shares. Total: up to 462 people, 19,760 shares.
Total Stock-Based CompensationAmount of monetary receivables: up to ¥581,000 per Senior Executive Officer, ¥498,000 per Executive Officer, ¥83,000 per Senior Manager, ¥41,500 per Manager, ¥33,200 per Leader, ¥24,900 per Senior Staff member, and ¥16,600 per Staff member, Support Staff member, contract employee, fixed-term employee, part-time employee or other employee. Total amount: Not disclosed.
Procedures under the Corporate Code of ConductBecause the dilution rate is below 25% and the transaction does not involve a change in the controlling shareholder, obtaining an opinion from an independent third party and conducting procedures to confirm shareholders' intentions are not required. The 3 Audit & Supervisory Board Members also expressed the opinion that the disposal price does not constitute a particularly favorable price and that the transaction is lawful.
Items this document does not state (11)
Estimated 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.

The purpose is to enhance employee benefits, support asset building, provide incentives for the sustained enhancement of corporate value, and share value with shareholders.

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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.
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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Incentives for the Employee Stock Ownership Plan | DREAMBED CO.,LTD. (7791) timely disclosure | Komori