Komori
Share Issuance and Disposal8377Hokuhoku Financial Group, Inc.Banks

Notice Regarding the Disposal of Treasury Shares Under the Performance-Linked Stock Compensation Plan

The Company has resolved to deliver 17,945 treasury shares to 35 directors and other eligible officers of the Company and its subsidiaries under a performance-linked stock compensation plan. The monetary compensation claims to be paid to the eligible recipients will be contributed in kind in connection with the delivery.

Worth reading
52Recurring
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
17945
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares under a performance-linked equity compensation plan

Who receives how much17,945Shares

17,945 common shares of the Company (treasury shares)

5 directors of the Company (excluding directors serving as Audit and Supervisory Committee members and outside directors)2,387 shares
13 directors of the Company's subsidiaries (excluding outside directors)8,243 shares
22 executive officers of the Company's subsidiaries7,315 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.

¥6,814 per share
Total issue value

¥122,277,230

Amount of funds to be raised
Total payment amount: ¥122,277,230; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation claims: ¥122,277,230. Annual stock compensation limit: no more than ¥45 million.
発行済株式総数

0.01%

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 23 July 2026 (the payment date) until the date on which the eligible officer retires from all designated positions
Conditions for lifting transfer restrictions
All transfer restrictions on the shares allocated under this plan will be lifted upon expiry of the transfer restriction period. In the event of a corporate reorganization or similar event, the restrictions may be lifted by resolution of the Board of Directors immediately before the business day preceding the effective date.
Reason for acquisition without consideration
Upon expiry of the transfer restriction period, the company will automatically acquire without consideration any allocated shares whose transfer restrictions have not been lifted.
Categories and Number of Persons Covered
Category The Company's directors / Number of Employees 5 / Number of allocated shares 2,387 shares, Category Directors of subsidiaries of the Company / Number of Employees 13 / Number of allocated shares 8,243 shares, Category Executive officers of the Company's subsidiaries / Number of Employees 22 / Number of allocated shares 7,315 shares
Intended allottee's holding policy
Each eligible officer, excluding those who have retired, may not transfer, create a security interest over, or otherwise dispose of the shares from the payment date until the date on which the officer retires from all designated positions.
Payment date
23 July 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 22 June 2026 was ¥6,814. The premium to the one-month average of ¥6,471.8 was 5.29%, the premium to the three-month average of ¥6,284.8 was 8.42%, and the premium to the six-month average of ¥5,923.1 was 15.04%.
Procedures under the Corporate Code of Conduct
Because the dilution ratio is less than 25% and the transaction does not involve a change in the controlling shareholder, neither obtaining an opinion from an independent third party nor conducting a procedure to confirm shareholders' intentions is required under the Tokyo Stock Exchange's Code of Corporate Conduct.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares under a performance-linked equity compensation plan
Number of shares to be issued or disposed of17,945 common shares of the Company (treasury shares)
Issue price and disposal price¥6,814 per share
Total issue value¥122,277,230
Amount of funds to be raisedTotal payment amount: ¥122,277,230; estimated net proceeds: Not disclosed
Payment date23 July 2026
Intended allotteeName 5 directors of the Company (excluding directors serving as Audit and Supervisory Committee members and outside directors) / Number of Shares 2,387 shares, Name 13 directors of the Company's subsidiaries (excluding outside directors) / Number of Shares 8,243 shares, Name 22 executive officers of the Company's subsidiaries / Number of Shares 7,315 shares
Intended allottee's holding policyEach eligible officer, excluding those who have retired, may not transfer, create a security interest over, or otherwise dispose of the shares from the payment date until the date on which the officer retires from all designated positions.
Dilution Rate0.01%
Total number of issued sharesTotal shares issued as of 31 March 2026 (number: Not disclosed) → Not disclosed
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 22 June 2026 was ¥6,814. The premium to the one-month average of ¥6,471.8 was 5.29%, the premium to the three-month average of ¥6,284.8 was 8.42%, and the premium to the six-month average of ¥5,923.1 was 15.04%.
Transfer restriction periodFrom 23 July 2026 (the payment date) until the date on which the eligible officer retires from all designated positions
Conditions for lifting transfer restrictionsAll transfer restrictions on the shares allocated under this plan will be lifted upon expiry of the transfer restriction period. In the event of a corporate reorganization or similar event, the restrictions may be lifted by resolution of the Board of Directors immediately before the business day preceding the effective date.
Reason for acquisition without considerationUpon expiry of the transfer restriction period, the company will automatically acquire without consideration any allocated shares whose transfer restrictions have not been lifted.
Categories and Number of Persons CoveredCategory The Company's directors / Number of Employees 5 / Number of allocated shares 2,387 shares, Category Directors of subsidiaries of the Company / Number of Employees 13 / Number of allocated shares 8,243 shares, Category Executive officers of the Company's subsidiaries / Number of Employees 22 / Number of allocated shares 7,315 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥122,277,230. Annual stock compensation limit: no more than ¥45 million.
Procedures under the Corporate Code of ConductBecause the dilution ratio is less than 25% and the transaction does not involve a change in the controlling shareholder, neither obtaining an opinion from an independent third party nor conducting a procedure to confirm shareholders' intentions is required under the Tokyo Stock Exchange's Code of Corporate Conduct.
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 establish a highly performance-linked compensation plan, provide the eligible officers with an incentive to achieve sustained growth in corporate value, and promote the sharing of value between the eligible officers 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.
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 Under the Performance-Linked Stock Compensation Plan | Hokuhoku Financial Group, Inc. (8377) timely disclosure | Komori