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
277200
Shares (maximum)Wording
Conditional
How definitive the wording is.Details of issuance or disposal
Disposal of treasury shares as a restricted stock incentive for the Employee Stock Ownership Association (third-party allotment)
Who receives how much
The Company's common shares: up to 277,200 shares (based on 1,100 eligible employees; the actual number of shares will be determined based on the number of eligible employees)
クワザワ Employee Stock Ownership Plan (up to 277,200 shares)
The lower thin line represents the existing number of shares to which these shares will be added.
¥704 per share
Total issue value
¥195,148,800 (maximum)
Amount of funds to be raised
Total payment amount: ¥195,148,800 (maximum). Estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Monetary claims of ¥177,408 per person (up to 1,100 people). The total is equivalent to ¥194,148,800 (¥177,408 × 1,100 people), but the documents do not disclose the amount as total compensation: Not disclosed
発行済株式総数
1.66% (based on the maximum number of shares disposed of against 16,694,496 issued shares), and 1.88% of 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 12 March 2027 to 31 January 2030
Conditions for lifting transfer restrictions
The eligible employee must remain a member of this employee stock ownership plan throughout the restricted transfer period and continue making contributions. This does not apply where the employee takes a leave of absence from the plan for a legitimate reason. In the event of withdrawal from the plan, becoming a non-resident, or a corporate reorganisation or similar event, the restrictions will be lifted at the respective times specified in the documents.
Reason for acquisition without consideration
If, during the restricted transfer period, the employee commits a violation of laws or regulations or falls under another specified circumstance set out in the allocation agreement. The Company may also acquire the shares without consideration if the transfer restrictions are not lifted upon expiration of the restricted transfer period or at a prescribed lifting date.
Categories and Number of Persons Covered
Eligible employees of the Company and its subsidiaries: up to 1,100 people, 252 shares per person
Intended allottee's holding policy
During the restricted transfer period, the shares may not be transferred, pledged, or otherwise disposed of, and will be held in a dedicated account opened with Nomura Securities Co., Ltd.
Payment date
12 March 2027
Basis for determining the amount to be paid
The closing price on 6 November 2026, the business day preceding the date of the Board of Directors' resolution, was ¥704 on the Tokyo Stock Exchange Standard Market. The deviations from the average closing price were -6.51% for 1 month, -4.48% for 3 months, and 2.03% for 6 months.
Procedures under the Corporate Code of Conduct
As 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. The Audit & Supervisory Committee expressed the opinion that the disposal price does not constitute a particularly favorable price and that the transaction is lawful.
| Item | Details |
|---|---|
| Type of issuance or disposal | Disposal of treasury shares as a restricted stock incentive for the Employee Stock Ownership Association (third-party allotment) |
| Number of shares to be issued or disposed of | The Company's common shares: up to 277,200 shares (based on 1,100 eligible employees; the actual number of shares will be determined based on the number of eligible employees) |
| Issue price and disposal price | ¥704 per share |
| Total issue value | ¥195,148,800 (maximum) |
| Amount of funds to be raised | Total payment amount: ¥195,148,800 (maximum). Estimated net proceeds: Not disclosed |
| Payment date | 12 March 2027 |
| Intended allottee | クワザワ Employee Stock Ownership Plan (up to 277,200 shares) |
| Intended allottee's holding policy | During the restricted transfer period, the shares may not be transferred, pledged, or otherwise disposed of, and will be held in a dedicated account opened with Nomura Securities Co., Ltd. |
| Dilution Rate | 1.66% (based on the maximum number of shares disposed of against 16,694,496 issued shares), and 1.88% of total voting rights |
| Total number of issued shares | 16,694,496 shares (as of 31 March 2026) → Not disclosed |
| Basis for determining the amount to be paid | The closing price on 6 November 2026, the business day preceding the date of the Board of Directors' resolution, was ¥704 on the Tokyo Stock Exchange Standard Market. The deviations from the average closing price were -6.51% for 1 month, -4.48% for 3 months, and 2.03% for 6 months. |
| Transfer restriction period | From 12 March 2027 to 31 January 2030 |
| Conditions for lifting transfer restrictions | The eligible employee must remain a member of this employee stock ownership plan throughout the restricted transfer period and continue making contributions. This does not apply where the employee takes a leave of absence from the plan for a legitimate reason. In the event of withdrawal from the plan, becoming a non-resident, or a corporate reorganisation or similar event, the restrictions will be lifted at the respective times specified in the documents. |
| Reason for acquisition without consideration | If, during the restricted transfer period, the employee commits a violation of laws or regulations or falls under another specified circumstance set out in the allocation agreement. The Company may also acquire the shares without consideration if the transfer restrictions are not lifted upon expiration of the restricted transfer period or at a prescribed lifting date. |
| Categories and Number of Persons Covered | Eligible employees of the Company and its subsidiaries: up to 1,100 people, 252 shares per person |
| Total Stock-Based Compensation | Monetary claims of ¥177,408 per person (up to 1,100 people). The total is equivalent to ¥194,148,800 (¥177,408 × 1,100 people), but the documents do not disclose the amount as total compensation: Not disclosed |
| Procedures under the Corporate Code of Conduct | As 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. The Audit & Supervisory Committee 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.To support the asset building of eligible employees, provide incentives for the sustained enhancement of the Company's group corporate value, and promote value sharing between employees and 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.