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Share Issuance and Disposal8174NIPPON GAS CO.,LTD.Retail

Notice Concerning the Disposal of Treasury Shares in Connection with the Restricted Stock Unit (RSU) Grant Program for Employees

Nippon Gas resolved to dispose of 12,000 treasury shares by delivering them to 40 employees under its employee RSU plan. The disposal price is ¥2,973 per share, and the payment date is 24 September 2026.

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Direction
Neutral
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Scale
12000
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares in connection with the grant of restricted stock units (RSUs)

Who receives how much12,000Shares

12,000 treasury shares

40 employees of the Company’s group, 12,000 shares

The lower thin line represents the existing number of shares to which these shares will be added.

¥2,973 per share
Total issue value

¥35,676,000

Amount of funds to be raised
Total payment amount: ¥35,676,000; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Amount of monetary compensation receivables granted to the recipients: 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
3-year vesting measurement period
Conditions for lifting transfer restrictions
Vesting is conditional on the recipient holding the status of an employee or other eligible person of the Company’s group on the expiration date of the vesting measurement period. In the event of a corporate reorganization or similar transaction, the Company will deliver a reasonably determined number of the Company’s shares, cash, or shares of another company or other consideration determined by the Company.
Categories and Number of Persons Covered
40 employees of the Company’s group, 12,000 shares
Payment date
24 September 2026
Basis for determining the amount to be paid
The closing price of the Company’s common shares on the Tokyo Stock Exchange on 26 August 2026, the business day preceding the date of the Board of Directors’ resolution, was ¥2,973. No discount or premium rate was stated.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares in connection with the grant of restricted stock units (RSUs)
Number of shares to be issued or disposed of12,000 treasury shares
Issue price and disposal price¥2,973 per share
Total issue value¥35,676,000
Amount of funds to be raisedTotal payment amount: ¥35,676,000; estimated net proceeds: Not disclosed
Payment date24 September 2026
Intended allottee40 employees of the Company’s group, 12,000 shares
Basis for determining the amount to be paidThe closing price of the Company’s common shares on the Tokyo Stock Exchange on 26 August 2026, the business day preceding the date of the Board of Directors’ resolution, was ¥2,973. No discount or premium rate was stated.
Transfer restriction period3-year vesting measurement period
Conditions for lifting transfer restrictionsVesting is conditional on the recipient holding the status of an employee or other eligible person of the Company’s group on the expiration date of the vesting measurement period. In the event of a corporate reorganization or similar transaction, the Company will deliver a reasonably determined number of the Company’s shares, cash, or shares of another company or other consideration determined by the Company.
Categories and Number of Persons Covered40 employees of the Company’s group, 12,000 shares
Total Stock-Based CompensationAmount of monetary compensation receivables granted to the recipients: Not disclosed
Items this document does not state (16)
Estimated issuance expensesSpecific use of fundsIntended allottee's holding policyDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsReason for acquisition without considerationUnderwriter / 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.

The shares will be delivered to employees who were granted RSUs in fiscal 2023. The plan is intended to encourage contributions to medium- and long-term business growth and the sustained enhancement of corporate value, increase employees’ motivation to remain with the Company, and promote the sharing of value with shareholders.

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Notice Concerning the Disposal of Treasury Shares in Connection with the Restricted Stock Unit (RSU) Grant Program for Employees | NIPPON GAS CO.,LTD. (8174) timely disclosure | Komori