Komori
Share Issuance and Disposal8334The Gunma Bank,Ltd.Banks

Notice Regarding the Disposal of Treasury Shares as Restricted Stock Compensation and Performance-Linked Stock Compensation

The Company resolved to dispose of 41,191 treasury shares as restricted stock compensation and 6,076 treasury shares as performance-linked stock compensation to directors, executive officers and others. The disposal date is 21 July 2026.

Worth reading
46Recurring
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
47267
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation and performance-linked stock compensation

Who receives how much

Restricted stock compensation: 41,191 shares; performance-linked stock compensation: 6,076 shares; total: 47,267 shares (all common shares of the Bank)

The Bank's directors (excluding outside directors)6 / 23,209 shares
Executive officers of the Bank15 / 17,982 shares
Individuals who held the position of director (excluding outside director) for all or part of the applicable performance-linked stock compensation period7 people (including 1 individual who has retired, allocated 405 shares) / 6,076 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.

¥2,335 per share
Total Stock-Based Compensation

Restricted stock compensation: ¥96,180,985; performance-linked stock compensation: ¥14,187,460. The annual limit for monetary compensation receivables granted to eligible directors is ¥120 million or less.

発行済株式総数

0.002% (the ratio of 6,076 shares issued as performance-linked stock compensation to the 395,888,177 shares outstanding as of the end of March 2026)

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 21 July 2026 to 21 July 2056 (30 years)
Conditions for lifting transfer restrictions
For restricted stock compensation, the transfer restrictions will be fully lifted upon expiration of the restriction period, provided that the eligible director or executive officer has continuously held the prescribed position during the service period. If the individual retires or leaves office upon expiration of the term, mandatory retirement or for any other legitimate reason, the restrictions will be lifted for the number of shares determined according to the period of service or tenure. For performance-linked stock compensation, the condition is that the individual held the position of eligible director during the applicable period. The performance evaluation indicators are consolidated net income per share, the consolidated gross operating profit expense ratio, total shareholder return and sustainability indicators, with a coefficient of 0% to 200%.
Reason for acquisition without consideration
The Bank will automatically acquire without consideration any of the shares covered by this allocation for which the transfer restrictions have not been lifted at the expiration of the restriction period or when the transfer restrictions are lifted.
Categories and Number of Persons Covered
6 directors of the Bank (excluding outside directors), 23,209 shares; 15 executive officers of the Bank, 17,982 shares; 7 individuals who held the position of director (excluding outside director) for all or part of the applicable period for performance-linked stock compensation, 6,076 shares (including 1 individual who has retired, allocated 405 shares)
Intended allottee's holding policy
The Bank has not confirmed the recipients’ policy regarding holding these shares. The Bank has established a shareholding guideline for directors (excluding outside directors) and encourages them to hold a certain number or more of the Bank’s common shares according to their position.
Payment date
21 July 2026
Basis for determining the amount to be paid
The closing price of the Bank’s common shares on the Tokyo Stock Exchange Prime Market on 22 June 2026, the business day preceding the date of the Board of Directors’ resolution, was ¥2,335. No discount or premium rate is stated.
Procedures under the Corporate Code of Conduct
At the 134th Annual General Meeting of Shareholders held on 25 June 2019, approval was obtained for the payment of monetary compensation receivables and the maximum total number of shares to be issued or disposed of.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares as restricted stock compensation and performance-linked stock compensation
Number of shares to be issued or disposed ofRestricted stock compensation: 41,191 shares; performance-linked stock compensation: 6,076 shares; total: 47,267 shares (all common shares of the Bank)
Issue price and disposal price¥2,335 per share
Payment date21 July 2026
Intended allotteeCategory The Bank's directors (excluding outside directors) / Number of Employees 6 / Number of Shares 23,209 shares, Category Executive officers of the Bank / Number of Employees 15 / Number of Shares 17,982 shares, Category Individuals who held the position of director (excluding outside director) for all or part of the applicable performance-linked stock compensation period / Number of Employees 7 people (including 1 individual who has retired, allocated 405 shares) / Number of Shares 6,076 shares
Intended allottee's holding policyThe Bank has not confirmed the recipients’ policy regarding holding these shares. The Bank has established a shareholding guideline for directors (excluding outside directors) and encourages them to hold a certain number or more of the Bank’s common shares according to their position.
Dilution Rate0.002% (the ratio of 6,076 shares issued as performance-linked stock compensation to the 395,888,177 shares outstanding as of the end of March 2026)
Total number of issued shares395,888,177 shares (as of the end of March 2026) → Not disclosed
Basis for determining the amount to be paidThe closing price of the Bank’s common shares on the Tokyo Stock Exchange Prime Market on 22 June 2026, the business day preceding the date of the Board of Directors’ resolution, was ¥2,335. No discount or premium rate is stated.
Transfer restriction periodFrom 21 July 2026 to 21 July 2056 (30 years)
Conditions for lifting transfer restrictionsFor restricted stock compensation, the transfer restrictions will be fully lifted upon expiration of the restriction period, provided that the eligible director or executive officer has continuously held the prescribed position during the service period. If the individual retires or leaves office upon expiration of the term, mandatory retirement or for any other legitimate reason, the restrictions will be lifted for the number of shares determined according to the period of service or tenure. For performance-linked stock compensation, the condition is that the individual held the position of eligible director during the applicable period. The performance evaluation indicators are consolidated net income per share, the consolidated gross operating profit expense ratio, total shareholder return and sustainability indicators, with a coefficient of 0% to 200%.
Reason for acquisition without considerationThe Bank will automatically acquire without consideration any of the shares covered by this allocation for which the transfer restrictions have not been lifted at the expiration of the restriction period or when the transfer restrictions are lifted.
Categories and Number of Persons Covered6 directors of the Bank (excluding outside directors), 23,209 shares; 15 executive officers of the Bank, 17,982 shares; 7 individuals who held the position of director (excluding outside director) for all or part of the applicable period for performance-linked stock compensation, 6,076 shares (including 1 individual who has retired, allocated 405 shares)
Total Stock-Based CompensationRestricted stock compensation: ¥96,180,985; performance-linked stock compensation: ¥14,187,460. The annual limit for monetary compensation receivables granted to eligible directors is ¥120 million or less.
Procedures under the Corporate Code of ConductAt the 134th Annual General Meeting of Shareholders held on 25 June 2019, approval was obtained for the payment of monetary compensation receivables and the maximum total number of shares to be issued or disposed of.
Items this document does not state (13)
Total issue valueAmount of funds to be raisedEstimated 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 provide medium- to long-term incentives, strengthen alignment with shareholder value and the sharing of value with shareholders, and heighten awareness of contributing to improved medium- to long-term performance and increased corporate value.

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.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding the Disposal of Treasury Shares as Restricted Stock Compensation and Performance-Linked Stock Compensation | The Gunma Bank,Ltd. (8334) timely disclosure | Komori