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
256960000
Japanese yen (maximum disposal amount)Wording
Conditional
How definitive the wording is.Details of issuance or disposal
Disposal of treasury shares as restricted stock incentives for the employee stock ownership plan
Who receives how much88,000Shares
88,000 shares of the Company's common stock (maximum; the actual number of shares will be determined based on the number of eligible employees)
ツバコー Employee Stock Ownership Plan: 88,000 shares (maximum)
The lower thin line represents the existing number of shares to which these shares will be added.
¥2,920 per share
Total issue value
¥256,960,000 (maximum disposal amount)
Amount of funds to be raised
Total subscription payment amount of ¥256,960,000 (maximum); estimated net proceeds Not disclosed
Total Stock-Based Compensation
Monetary claims of ¥321,200 per eligible employee (up to 800 employees)
発行済株式総数
0.45% of the total number of issued shares and 0.47% of the total number of voting rights (in both cases, based on the maximum number of shares to be disposed of)
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 8 October 2026 to 31 December 2029
Conditions for lifting transfer restrictions
Provided that an eligible employee remains a member of the plan throughout the transfer restriction period, all of the shares allocated to that employee corresponding to the employee's restricted stock interest will be released from the transfer restrictions when the transfer restriction period expires. The restrictions will also be released on the prescribed date if the employee leaves the plan upon reaching retirement age or for another legitimate reason, or becomes a non-resident due to an overseas transfer or other reason.
Reason for acquisition without consideration
If, during the transfer restriction period, an eligible employee commits an act in violation of laws or regulations or falls under any other specified circumstance set out in the allocation agreement. This also applies if any allocated shares remain subject to transfer restrictions when the transfer restriction period expires or at a prescribed release date.
Categories and Number of Persons Covered
Up to 800 eligible employees of the Company and its subsidiaries; 110 shares per person (up to 88,000 shares)
Intended allottee's holding policy
During the transfer restriction period, the plan will manage the shares in a dedicated account and restrict the withdrawal of the eligible employees' restricted stock interests. The transfer restriction period will run from 8 October 2026 to 31 December 2029.
Payment date
8 October 2026
Basis for determining the amount to be paid
The closing price of ¥2,920 on the Prime Market of the Tokyo Stock Exchange on 7 May 2026, the business day preceding the date of the Board of Directors' resolution. The deviation from the average closing price was 5.68% for the one-month period from 8 April to 7 May 2026, 2.28% for the three-month period from 9 February to 7 May 2026, and 3.51% for the six-month period from 10 November 2025 to 7 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, obtaining an opinion from an independent third party and conducting procedures to confirm shareholders' intentions are not required. All 4 Audit & Supervisory Board Members, including 2 Outside Audit & Supervisory Board Members, expressed the opinion that the disposal price complies with applicable laws and regulations.
Impact on Business Performance
The Company believes that the plan and the disposal of treasury shares will contribute to increasing the corporate value of the Company's group. The specific amount of the impact on financial results is Not disclosed.
| Item | Details |
|---|---|
| Type of issuance or disposal | Disposal of treasury shares as restricted stock incentives for the employee stock ownership plan |
| Number of shares to be issued or disposed of | 88,000 shares of the Company's common stock (maximum; the actual number of shares will be determined based on the number of eligible employees) |
| Issue price and disposal price | ¥2,920 per share |
| Total issue value | ¥256,960,000 (maximum disposal amount) |
| Amount of funds to be raised | Total subscription payment amount of ¥256,960,000 (maximum); estimated net proceeds Not disclosed |
| Payment date | 8 October 2026 |
| Intended allottee | ツバコー Employee Stock Ownership Plan: 88,000 shares (maximum) |
| Intended allottee's holding policy | During the transfer restriction period, the plan will manage the shares in a dedicated account and restrict the withdrawal of the eligible employees' restricted stock interests. The transfer restriction period will run from 8 October 2026 to 31 December 2029. |
| Dilution Rate | 0.45% of the total number of issued shares and 0.47% of the total number of voting rights (in both cases, based on the maximum number of shares to be disposed of) |
| Total number of issued shares | 19,493,907 shares → Not disclosed |
| Basis for determining the amount to be paid | The closing price of ¥2,920 on the Prime Market of the Tokyo Stock Exchange on 7 May 2026, the business day preceding the date of the Board of Directors' resolution. The deviation from the average closing price was 5.68% for the one-month period from 8 April to 7 May 2026, 2.28% for the three-month period from 9 February to 7 May 2026, and 3.51% for the six-month period from 10 November 2025 to 7 May 2026. |
| Transfer restriction period | From 8 October 2026 to 31 December 2029 |
| Conditions for lifting transfer restrictions | Provided that an eligible employee remains a member of the plan throughout the transfer restriction period, all of the shares allocated to that employee corresponding to the employee's restricted stock interest will be released from the transfer restrictions when the transfer restriction period expires. The restrictions will also be released on the prescribed date if the employee leaves the plan upon reaching retirement age or for another legitimate reason, or becomes a non-resident due to an overseas transfer or other reason. |
| Reason for acquisition without consideration | If, during the transfer restriction period, an eligible employee commits an act in violation of laws or regulations or falls under any other specified circumstance set out in the allocation agreement. This also applies if any allocated shares remain subject to transfer restrictions when the transfer restriction period expires or at a prescribed release date. |
| Categories and Number of Persons Covered | Up to 800 eligible employees of the Company and its subsidiaries; 110 shares per person (up to 88,000 shares) |
| Total Stock-Based Compensation | Monetary claims of ¥321,200 per eligible employee (up to 800 employees) |
| 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, obtaining an opinion from an independent third party and conducting procedures to confirm shareholders' intentions are not required. All 4 Audit & Supervisory Board Members, including 2 Outside Audit & Supervisory Board Members, expressed the opinion that the disposal price complies with applicable laws and regulations. |
| Impact on Business Performance | The Company believes that the plan and the disposal of treasury shares will contribute to increasing the corporate value of the Company's group. The specific amount of the impact on financial results is Not 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.The purpose is to enhance the welfare of eligible employees, support asset formation, provide incentives for the sustained enhancement of the Company's corporate value, and share value with shareholders.
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.
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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.