Worth reading
49Recurring
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
45045
Shares (maximum)Wording
Conditional
How definitive the wording is.Details of issuance or disposal
Disposal of treasury shares by third-party allotment (restricted stock incentives for the employee stock ownership plan)
Who receives how much45,045Shares
45,045 shares of the Company's common stock (maximum; the actual number of shares will be the number of shares applied for as determined by the Employee Stock Ownership Plan)
Mizuno Employee Stock Ownership Plan (up to 45,045 shares)
The lower thin line represents the existing number of shares to which these shares will be added.
¥3,365 per share
Total issue value
¥151,576,425 (maximum)
Total Stock-Based Compensation
Monetary claims of ¥50,475 per eligible employee (uniform amount)
発行済株式総数
0.06% (based on 79,734,729 issued shares; also 0.06% based on 758,263 total voting rights)
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 August 2026 to 8 August 2031
Conditions for lifting transfer restrictions
The transfer restrictions will be lifted upon expiry of the restriction period, provided that the eligible employee has continuously remained a member of the Employee Stock Ownership Plan throughout the restriction period. The restrictions will also be lifted at the prescribed time if the employee leaves the plan upon reaching the mandatory retirement age or for another valid reason, or becomes a non-resident due to an overseas transfer or other reason.
Reason for acquisition without consideration
If, during the restriction period, the eligible employee engages in conduct violating laws or regulations or otherwise falls under any of the circumstances specified in the allotment agreement. The shares will also be acquired without consideration if the transfer restrictions are not lifted upon expiry of the restriction period or at the prescribed time for lifting the restrictions.
Categories and Number of Persons Covered
Eligible employees of the Company and its domestic subsidiaries, up to 3,003 people. 15 shares per person.
Intended allottee's holding policy
During the restriction period, the shares will be managed in a dedicated account opened by the Employee Stock Ownership Plan with Nomura Securities Co., Ltd., and transfers, the creation of security interests, other dispositions and withdrawals will be restricted.
Payment date
10 August 2026
Basis for determining the amount to be paid
The closing price of ¥3,365 on the Prime Market of the Tokyo Stock Exchange on 11 May 2026, the business day preceding the date of the Board of Directors' resolution. The deviations from the average closing price were -1.09% for the one-month period from 13 April to 11 May 2026, -6.58% for the three-month period from 12 February to 11 May 2026, and 0.18% for the six-month period from 12 November 2025 to 11 May 2026.
Procedures under the Corporate Code of Conduct
Because the dilution ratio is less than 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 procedures to confirm shareholder intent. The Audit and Supervisory Committee, comprising 3 members including 2 outside directors, expressed the opinion that the disposal price does not constitute an especially favorable price and that the transaction is lawful.
Impact on Business Performance
No specific monetary impact on performance is stated. The Company expects the transaction to contribute to an increase in corporate value.
| Item | Details |
|---|---|
| Type of issuance or disposal | Disposal of treasury shares by third-party allotment (restricted stock incentives for the employee stock ownership plan) |
| Number of shares to be issued or disposed of | 45,045 shares of the Company's common stock (maximum; the actual number of shares will be the number of shares applied for as determined by the Employee Stock Ownership Plan) |
| Issue price and disposal price | ¥3,365 per share |
| Total issue value | ¥151,576,425 (maximum) |
| Payment date | 10 August 2026 |
| Intended allottee | Mizuno Employee Stock Ownership Plan (up to 45,045 shares) |
| Intended allottee's holding policy | During the restriction period, the shares will be managed in a dedicated account opened by the Employee Stock Ownership Plan with Nomura Securities Co., Ltd., and transfers, the creation of security interests, other dispositions and withdrawals will be restricted. |
| Dilution Rate | 0.06% (based on 79,734,729 issued shares; also 0.06% based on 758,263 total voting rights) |
| Total number of issued shares | 79,734,729 shares (as of 31 March 2026) → Not disclosed |
| Basis for determining the amount to be paid | The closing price of ¥3,365 on the Prime Market of the Tokyo Stock Exchange on 11 May 2026, the business day preceding the date of the Board of Directors' resolution. The deviations from the average closing price were -1.09% for the one-month period from 13 April to 11 May 2026, -6.58% for the three-month period from 12 February to 11 May 2026, and 0.18% for the six-month period from 12 November 2025 to 11 May 2026. |
| Transfer restriction period | From 10 August 2026 to 8 August 2031 |
| Conditions for lifting transfer restrictions | The transfer restrictions will be lifted upon expiry of the restriction period, provided that the eligible employee has continuously remained a member of the Employee Stock Ownership Plan throughout the restriction period. The restrictions will also be lifted at the prescribed time if the employee leaves the plan upon reaching the mandatory retirement age or for another valid reason, or becomes a non-resident due to an overseas transfer or other reason. |
| Reason for acquisition without consideration | If, during the restriction period, the eligible employee engages in conduct violating laws or regulations or otherwise falls under any of the circumstances specified in the allotment agreement. The shares will also be acquired without consideration if the transfer restrictions are not lifted upon expiry of the restriction period or at the prescribed time for lifting the restrictions. |
| Categories and Number of Persons Covered | Eligible employees of the Company and its domestic subsidiaries, up to 3,003 people. 15 shares per person. |
| Total Stock-Based Compensation | Monetary claims of ¥50,475 per eligible employee (uniform amount) |
| Procedures under the Corporate Code of Conduct | Because the dilution ratio is less than 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 procedures to confirm shareholder intent. The Audit and Supervisory Committee, comprising 3 members including 2 outside directors, expressed the opinion that the disposal price does not constitute an especially favorable price and that the transaction is lawful. |
| Impact on Business Performance | No specific monetary impact on performance is stated. The Company expects the transaction to contribute to an increase in corporate value. |
Items this document does not state (11)
Amount of funds to be raisedEstimated 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 the eligible employees' asset building and increase their awareness of the Company's performance and share price, promote the sharing of value with shareholders, and enhance motivation to increase corporate value.
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.