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Share Issuance and Disposal8129TOHO HOLDINGS CO.,LTD.Trading & Wholesale

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The Company resolved to deliver 13,900 shares of its common stock to 16 directors and executive officers as compensation through the disposal of treasury shares. The disposal price is ¥3,982 per share, and the total disposal amount is ¥55,349,800.

Worth reading
42Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
13900
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much13,900Shares

13,900 shares of the Company’s common stock (treasury shares)

4 directors of the Company, excluding directors who are Audit and Supervisory Committee Members6,000 shares
12 executive officers of the Company7,900 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.

¥3,982 per share
Amount of funds to be raised

As the total monetary compensation receivables of ¥55,349,800 will be contributed in kind, no cash will be raised by the Company. Estimated net proceeds: Not disclosed

Total Stock-Based Compensation
Total monetary compensation receivables of ¥55,349,800
発行済株式総数

As this is a disposal of treasury shares, whether it is explicitly stated that the total number of issued shares will not increase: Not disclosed

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 the date on which the restricted stock is allotted until the later of the date on which the recipient retires or leaves the prescribed position or office at the Company or one of its subsidiaries, or 1 July 2027
Conditions for lifting transfer restrictions
The recipient must continuously hold the prescribed position or office at the Company or one of its subsidiaries during the amended transfer restriction period. In the event of retirement or departure upon expiration of the recipient’s term, death or other justifiable reason, the number of shares for which the restrictions are lifted and the timing of the lifting will be adjusted according to the period of service.
Reason for acquisition without consideration
At the expiration of the amended transfer restriction period, the Company will acquire without consideration any shares allotted under this arrangement for which the transfer restrictions have not been lifted. In the event of a reorganization or similar transaction, the Company will likewise acquire without consideration any shares for which the transfer restrictions have not been lifted.
Categories and Number of Persons Covered
Category Directors of the Company, excluding directors who are Audit and Supervisory Committee Members / Number of Employees 4 / Number of allocated shares 6,000 shares, Category The Company's executive officers / Number of Employees 12 / Number of allocated shares 7,900 shares
Intended allottee's holding policy
During the amended transfer restriction period, the shares may not be transferred, pledged or otherwise disposed of. The restrictions will be lifted upon expiration of the transfer restriction period, provided that the recipients have continuously remained in the prescribed position or office.
Payment date
14 August 2026
Basis for determining the amount to be paid
The closing price of the Company’s common stock on the Tokyo Stock Exchange Prime Market on 14 July 2026, the business day preceding the date of the Board of Directors’ resolution, was ¥3,982. Discount rate/premium rate: Not disclosed
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares as restricted stock compensation
Number of shares to be issued or disposed of13,900 shares of the Company’s common stock (treasury shares)
Issue price and disposal price¥3,982 per share
Amount of funds to be raisedAs the total monetary compensation receivables of ¥55,349,800 will be contributed in kind, no cash will be raised by the Company. Estimated net proceeds: Not disclosed
Payment date14 August 2026
Intended allotteeName 4 directors of the Company, excluding directors who are Audit and Supervisory Committee Members / Number of Shares 6,000 shares, Name 12 executive officers of the Company / Number of Shares 7,900 shares
Intended allottee's holding policyDuring the amended transfer restriction period, the shares may not be transferred, pledged or otherwise disposed of. The restrictions will be lifted upon expiration of the transfer restriction period, provided that the recipients have continuously remained in the prescribed position or office.
Total number of issued sharesAs this is a disposal of treasury shares, whether it is explicitly stated that the total number of issued shares will not increase: Not disclosed
Basis for determining the amount to be paidThe closing price of the Company’s common stock on the Tokyo Stock Exchange Prime Market on 14 July 2026, the business day preceding the date of the Board of Directors’ resolution, was ¥3,982. Discount rate/premium rate: Not disclosed
Transfer restriction periodFrom the date on which the restricted stock is allotted until the later of the date on which the recipient retires or leaves the prescribed position or office at the Company or one of its subsidiaries, or 1 July 2027
Conditions for lifting transfer restrictionsThe recipient must continuously hold the prescribed position or office at the Company or one of its subsidiaries during the amended transfer restriction period. In the event of retirement or departure upon expiration of the recipient’s term, death or other justifiable reason, the number of shares for which the restrictions are lifted and the timing of the lifting will be adjusted according to the period of service.
Reason for acquisition without considerationAt the expiration of the amended transfer restriction period, the Company will acquire without consideration any shares allotted under this arrangement for which the transfer restrictions have not been lifted. In the event of a reorganization or similar transaction, the Company will likewise acquire without consideration any shares for which the transfer restrictions have not been lifted.
Categories and Number of Persons CoveredCategory Directors of the Company, excluding directors who are Audit and Supervisory Committee Members / Number of Employees 4 / Number of allocated shares 6,000 shares, Category The Company's executive officers / Number of Employees 12 / Number of allocated shares 7,900 shares
Total Stock-Based CompensationTotal monetary compensation receivables of ¥55,349,800
Items this document does not state (14)
Total issue valueEstimated issuance expensesSpecific use of fundsDilution RateExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioProcedures under the Corporate Code of ConductMost 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 provide an incentive to achieve sustainable growth in the corporate value of the Company Group and promote the sharing of value with shareholders. In addition, to appoint capable personnel and further enhance their motivation, taking into account the recipients’ contributions, the Company’s performance and the scope of their responsibilities.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | TOHO HOLDINGS CO.,LTD. (8129) timely disclosure | Komori