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
136850
Shares (maximum)Wording
Conditional
How definitive the wording is.Details of issuance or disposal
Disposal of treasury shares as a restricted stock incentive plan for the Employee Stock Ownership Association
Who receives how much136,850Shares
136,850 common shares of the Company (maximum; the actual number of shares will be determined based on the number of shares subscribed for under the rules established by the Employee Stock Ownership Association)
トモニホールディングス従業員持株会136,850 shares (maximum)
The lower thin line represents the existing number of shares to which these shares will be added.
¥1,031 per share
Total issue value
¥141,092,350 (maximum)
Amount of funds to be raised
Total amount paid in: ¥141,092,350 (maximum). Estimated net proceeds: Not disclosed
発行済株式総数
0.07% of total issued shares and 0.07% of total voting rights (assuming the maximum number of shares)
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 the disposal date through 31 May 2029
Conditions for lifting transfer restrictions
Provided that the eligible employee remains a member of the Employee Stock Ownership Association throughout the restriction period, all of the allocated shares attributable to the employee's interest will be released from the restrictions upon expiry of the restriction period. If the employee leaves the Association during the restriction period due to reaching retirement age, expiry of the employment term, death, promotion to an officer position, transfer between Group companies or any other reason deemed justifiable by the Company, the restrictions will be released on the settlement release date. In the event of a corporate reorganization or similar transaction, the restrictions will be released at the prescribed time.
Reason for acquisition without consideration
Immediately after expiry of the restriction period, the Company will automatically acquire without consideration any allocated shares that remain subject to the restrictions.
Categories and Number of Persons Covered
Up to 2,496 employees of the Group. Pattern A: up to 408 employees, 100 shares each; Pattern B: up to 1,754 employees, 50 shares each; Pattern C: up to 334 employees, 25 shares each.
Intended allottee's holding policy
The Employee Stock Ownership Association will receive an allocation of restricted stock, and eligible employees will be unable to withdraw the shares attributable to their interests during the restriction period. The restriction period will run from the disposal date through 31 May 2029.
Payment date
30 October 2026
Basis for determining the amount to be paid
The closing price of ¥1,031 on the Tokyo Stock Exchange Prime Market on 6 August 2026, the business day immediately preceding the date of the Board of Directors' resolution. The deviations from the average closing prices were 5.53% from ¥974 for the one-month period from 7 July to 6 August 2026, 11.74% from ¥910 for the three-month period from 7 May to 6 August 2026, and 12.12% from ¥906 for the six-month period from 9 February to 6 August 2026.
Procedures under the Corporate Code of Conduct
Because the dilution ratio is below 25% and the transaction does not involve a change in the controlling shareholder, obtaining an opinion from an independent third party and conducting a procedure to confirm shareholder intent are not required. The Audit and Supervisory Committee, which comprises 4 outside directors, also expressed the opinion that the process by which it determined that the disposal price does not constitute a particularly favorable price was reasonable and lawful.
Impact on Business Performance
The impact of this matter on financial results is Not disclosed
| Item | Details |
|---|---|
| Type of issuance or disposal | Disposal of treasury shares as a restricted stock incentive plan for the Employee Stock Ownership Association |
| Number of shares to be issued or disposed of | 136,850 common shares of the Company (maximum; the actual number of shares will be determined based on the number of shares subscribed for under the rules established by the Employee Stock Ownership Association) |
| Issue price and disposal price | ¥1,031 per share |
| Total issue value | ¥141,092,350 (maximum) |
| Amount of funds to be raised | Total amount paid in: ¥141,092,350 (maximum). Estimated net proceeds: Not disclosed |
| Payment date | 30 October 2026 |
| Intended allottee | Name トモニホールディングス従業員持株会 / Number of Shares 136,850 shares (maximum) |
| Intended allottee's holding policy | The Employee Stock Ownership Association will receive an allocation of restricted stock, and eligible employees will be unable to withdraw the shares attributable to their interests during the restriction period. The restriction period will run from the disposal date through 31 May 2029. |
| Dilution Rate | 0.07% of total issued shares and 0.07% of total voting rights (assuming the maximum number of shares) |
| Total number of issued shares | 193,533,011 shares (as of 31 March 2026) → Not disclosed |
| Basis for determining the amount to be paid | The closing price of ¥1,031 on the Tokyo Stock Exchange Prime Market on 6 August 2026, the business day immediately preceding the date of the Board of Directors' resolution. The deviations from the average closing prices were 5.53% from ¥974 for the one-month period from 7 July to 6 August 2026, 11.74% from ¥910 for the three-month period from 7 May to 6 August 2026, and 12.12% from ¥906 for the six-month period from 9 February to 6 August 2026. |
| Transfer restriction period | From the disposal date through 31 May 2029 |
| Conditions for lifting transfer restrictions | Provided that the eligible employee remains a member of the Employee Stock Ownership Association throughout the restriction period, all of the allocated shares attributable to the employee's interest will be released from the restrictions upon expiry of the restriction period. If the employee leaves the Association during the restriction period due to reaching retirement age, expiry of the employment term, death, promotion to an officer position, transfer between Group companies or any other reason deemed justifiable by the Company, the restrictions will be released on the settlement release date. In the event of a corporate reorganization or similar transaction, the restrictions will be released at the prescribed time. |
| Reason for acquisition without consideration | Immediately after expiry of the restriction period, the Company will automatically acquire without consideration any allocated shares that remain subject to the restrictions. |
| Categories and Number of Persons Covered | Up to 2,496 employees of the Group. Pattern A: up to 408 employees, 100 shares each; Pattern B: up to 1,754 employees, 50 shares each; Pattern C: up to 334 employees, 25 shares each. |
| Procedures under the Corporate Code of Conduct | Because the dilution ratio is below 25% and the transaction does not involve a change in the controlling shareholder, obtaining an opinion from an independent third party and conducting a procedure to confirm shareholder intent are not required. The Audit and Supervisory Committee, which comprises 4 outside directors, also expressed the opinion that the process by which it determined that the disposal price does not constitute a particularly favorable price was reasonable and lawful. |
| Impact on Business Performance | The impact of this matter on financial results is Not disclosed |
Items this document does not state (11)
Estimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentStock Split RatioMost recent equity financingMajor shareholders after the offering
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 enhance the welfare benefits provided to employees of the Group and promote the Group's sustainable growth and the enhancement of corporate value over the medium to long term.
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.
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