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Share Issuance and Disposal8273IZUMI CO.,LTD.Retail

Notice Regarding the Disposal of Treasury Shares as Restricted Stock for Directors and Other Officers

The Company resolved to dispose of 106,095 treasury shares as restricted stock to 5 directors and 19 executive officers. The disposal price is ¥902 per share, with monetary compensation receivables contributed in kind.

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106095
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Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much106,095Shares

106,095 shares of the Company’s common stock (treasury shares)

5 directors (excluding outside directors)65,325 shares
19 executive officers40,770 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.

¥902 per share
Total issue value

¥95,697,690

Amount of funds to be raised
Total amount paid in: ¥95,697,690; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation receivables: ¥95,697,690
発行済株式総数

The total number of issued shares will not increase because this is a disposal of treasury shares.

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 26 June 2026 until the date on which the recipient ceases to hold any position as a director, executive officer or employee of the Company
Conditions for lifting transfer restrictions
Provided that the recipient continuously holds a position as a director of the Company from 26 June 2026 through 1 June 2027, all of the allotted shares will be released from the restrictions upon expiry of the restricted period. If the recipient ceases to hold the position due to death, expiry of the term of office or any other reason deemed legitimate by the Board of Directors, the number of shares released will be calculated by multiplying the allotted shares by the number of months from May 2026 through the month containing the date on which the recipient ceases to hold the position, divided by 12. In the event of a corporate reorganization or similar transaction, all shares may be released by resolution of the Board of Directors.
Reason for acquisition without consideration
The Company will automatically acquire without consideration any shares for which the restrictions have not been lifted upon expiry of the restricted period or at any other time specified in the agreement.
Stock Split Ratio3 shares for each share; effective date: Not disclosed (conducted with 28 February 2026 as the record date)
Categories and Number of Persons Covered
Category Directors (excluding outside directors) / Number of Employees 5 / Number of allocated shares 65,325 shares, Category Executive officers / Number of Employees 19 / Number of allocated shares 40,770 shares
Intended allottee's holding policy
During the restricted period, the shares may not be transferred, pledged or otherwise disposed of. Upon expiry of the restricted period, the restrictions on shares that meet the applicable conditions will be lifted.
Payment date
26 June 2026
Basis for determining the amount to be paid
The closing price of the Company’s common stock on the Tokyo Stock Exchange on 26 May 2026, the business day preceding the date of the Board of Directors’ resolution, was ¥902. Discount/premium: none
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 of106,095 shares of the Company’s common stock (treasury shares)
Issue price and disposal price¥902 per share
Total issue value¥95,697,690
Amount of funds to be raisedTotal amount paid in: ¥95,697,690; estimated net proceeds: Not disclosed
Payment date26 June 2026
Intended allotteeName 5 directors (excluding outside directors) / Number of Shares 65,325 shares, Name 19 executive officers / Number of Shares 40,770 shares
Intended allottee's holding policyDuring the restricted period, the shares may not be transferred, pledged or otherwise disposed of. Upon expiry of the restricted period, the restrictions on shares that meet the applicable conditions will be lifted.
Total number of issued sharesThe total number of issued shares will not increase because this is a disposal of treasury shares.
Basis for determining the amount to be paidThe closing price of the Company’s common stock on the Tokyo Stock Exchange on 26 May 2026, the business day preceding the date of the Board of Directors’ resolution, was ¥902. Discount/premium: none
Transfer restriction periodFrom 26 June 2026 until the date on which the recipient ceases to hold any position as a director, executive officer or employee of the Company
Conditions for lifting transfer restrictionsProvided that the recipient continuously holds a position as a director of the Company from 26 June 2026 through 1 June 2027, all of the allotted shares will be released from the restrictions upon expiry of the restricted period. If the recipient ceases to hold the position due to death, expiry of the term of office or any other reason deemed legitimate by the Board of Directors, the number of shares released will be calculated by multiplying the allotted shares by the number of months from May 2026 through the month containing the date on which the recipient ceases to hold the position, divided by 12. In the event of a corporate reorganization or similar transaction, all shares may be released by resolution of the Board of Directors.
Reason for acquisition without considerationThe Company will automatically acquire without consideration any shares for which the restrictions have not been lifted upon expiry of the restricted period or at any other time specified in the agreement.
Categories and Number of Persons CoveredCategory Directors (excluding outside directors) / Number of Employees 5 / Number of allocated shares 65,325 shares, Category Executive officers / Number of Employees 19 / Number of allocated shares 40,770 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥95,697,690
Stock Split Ratio3 shares for each share; effective date: Not disclosed (conducted with 28 February 2026 as the record date)
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsDilution RateExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentProcedures 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 incentives for the sustained enhancement of corporate value and promote the sharing of value with shareholders. The Company stated that the purpose of the scheme, the Company’s performance and the scope of responsibilities of each prospective allottee were taken into consideration in this allotment.

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Notice Regarding the Disposal of Treasury Shares as Restricted Stock for Directors and Other Officers | IZUMI CO.,LTD. (8273) timely disclosure | Komori