Komori
Share Issuance and Disposal7832Bandai Namco Holdings Inc.Information and Communications, Services and Others

Notice Regarding the Disposal of Treasury Shares as Stock-Based Compensation

The Company has resolved to dispose of 180,300 treasury shares to directors and others under its performance-based stock compensation plan. There will be 90 recipients in total, and the disposal date is 10 July 2026.

Worth reading
45Recurring
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
180300
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as stock compensation

Who receives how much

This treasury share disposal I 171,900 shares of the Company's common stock / This treasury share disposal II 8,400 shares of the Company's common stock

The Company's directors (excluding directors who are Audit and Supervisory Committee members and outside directors)5 / 53,200 shares
Directors of business management companies and other entities, excluding non-executive directors27 / 118,700 shares
Executive directors of the Company's domestic group companies other than business management companies and other entities58 / 8,400 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.

¥3,591 per share
Total issue value

Treasury share disposal I: ¥617,292,900; treasury share disposal II: ¥30,164,400; total: ¥647,457,300

Total Stock-Based Compensation
For the Company's directors: capped at the amount calculated by multiplying 140,000 shares by the share price at delivery for each fiscal year. For directors of business management companies and other entities and directors covered by Plan II: capped at the amount calculated by multiplying 345,600 shares by the share price at delivery.
発行済株式総数

Within 0.01% and 0.03% of the total number of issued shares, respectively (plan limits). The dilution rate for this disposal is Not disclosed

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
Until the recipient ceases to hold any position as a director, Audit & Supervisory Board member or employee of the Company or any of its subsidiaries
Conditions for lifting transfer restrictions
The recipient must have remained in office as a director or other eligible position through the end of the applicable performance evaluation fiscal year, must not have committed certain acts of misconduct, and must satisfy other requirements deemed necessary by the Board of Directors.
Categories and Number of Persons Covered
Category The Company's directors, excluding Audit & Supervisory Committee members and outside directors / Number of Employees 5 / Number of allocated shares 53,200 shares, Category Directors of business management companies and other entities, excluding non-executive directors / Number of Employees 27 / Number of allocated shares 118,700 shares, Category Executive directors of the Company's domestic group companies other than business management companies and other entities / Number of Employees 58 / Number of allocated shares 8,400 shares
Intended allottee's holding policy
The recipients are expected to undertake not to transfer the shares, including creating security interests or otherwise disposing of them, until they cease to hold any position as a director, Audit & Supervisory Board member or employee of the Company or any of its subsidiaries.
Payment date
10 July 2026
Basis for determining the amount to be paid
The closing price on 19 June 2026 on the Tokyo Stock Exchange Prime Market was ¥3,591. This represented a discount of 2.50% to the one-month average of ¥3,683, 5.25% to the three-month average of ¥3,790 and 9.27% to the six-month average of ¥3,958.
Procedures under the Corporate Code of Conduct
Approval for Plan I was obtained at the 20th Annual General Meeting of Shareholders held on 23 June 2025. This treasury share disposal is based on a Board of Directors resolution made in light of that approval and other matters.
Most recent equity financing
Timing 8 May 2025 / Type Determination of the performance-based stock compensation plan / Amount Not disclosed
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares as stock compensation
Number of shares to be issued or disposed ofThis treasury share disposal I 171,900 shares of the Company's common stock / This treasury share disposal II 8,400 shares of the Company's common stock
Issue price and disposal price¥3,591 per share
Total issue valueTreasury share disposal I: ¥617,292,900; treasury share disposal II: ¥30,164,400; total: ¥647,457,300
Payment date10 July 2026
Intended allotteeCategory The Company's directors (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 5 / Number of Shares 53,200 shares, Category Directors of business management companies and other entities, excluding non-executive directors / Number of Employees 27 / Number of Shares 118,700 shares, Category Executive directors of the Company's domestic group companies other than business management companies and other entities / Number of Employees 58 / Number of Shares 8,400 shares
Intended allottee's holding policyThe recipients are expected to undertake not to transfer the shares, including creating security interests or otherwise disposing of them, until they cease to hold any position as a director, Audit & Supervisory Board member or employee of the Company or any of its subsidiaries.
Dilution RateWithin 0.01% and 0.03% of the total number of issued shares, respectively (plan limits). The dilution rate for this disposal is Not disclosed
Basis for determining the amount to be paidThe closing price on 19 June 2026 on the Tokyo Stock Exchange Prime Market was ¥3,591. This represented a discount of 2.50% to the one-month average of ¥3,683, 5.25% to the three-month average of ¥3,790 and 9.27% to the six-month average of ¥3,958.
Transfer restriction periodUntil the recipient ceases to hold any position as a director, Audit & Supervisory Board member or employee of the Company or any of its subsidiaries
Conditions for lifting transfer restrictionsThe recipient must have remained in office as a director or other eligible position through the end of the applicable performance evaluation fiscal year, must not have committed certain acts of misconduct, and must satisfy other requirements deemed necessary by the Board of Directors.
Categories and Number of Persons CoveredCategory The Company's directors, excluding Audit & Supervisory Committee members and outside directors / Number of Employees 5 / Number of allocated shares 53,200 shares, Category Directors of business management companies and other entities, excluding non-executive directors / Number of Employees 27 / Number of allocated shares 118,700 shares, Category Executive directors of the Company's domestic group companies other than business management companies and other entities / Number of Employees 58 / Number of allocated shares 8,400 shares
Total Stock-Based CompensationFor the Company's directors: capped at the amount calculated by multiplying 140,000 shares by the share price at delivery for each fiscal year. For directors of business management companies and other entities and directors covered by Plan II: capped at the amount calculated by multiplying 345,600 shares by the share price at delivery.
Procedures under the Corporate Code of ConductApproval for Plan I was obtained at the 20th Annual General Meeting of Shareholders held on 23 June 2025. This treasury share disposal is based on a Board of Directors resolution made in light of that approval and other matters.
Most recent equity financingTiming 8 May 2025 / Type Determination of the performance-based stock compensation plan / Amount Not disclosed
Items this document does not state (13)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsReason for acquisition without considerationUnderwriter / lead underwriterOverallotmentStock Split RatioMajor 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 receive, as an in-kind contribution, the monetary compensation claims granted to eligible directors as performance-based stock compensation for the fiscal year ending March 2026 and deliver treasury shares in exchange. The number of shares and monetary amount are determined based on the achievement of performance targets, including consolidated operating profit.

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 Disposal of Treasury Shares as Stock-Based Compensation | Bandai Namco Holdings Inc. (7832) timely disclosure | Komori