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Share Issuance and Disposal8601Daiwa Securities Group Inc.Financials (excluding banks)

Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation

The company resolved to dispose of 1,154,900 treasury shares as restricted stock compensation for directors, executive officers and others. Stock Compensation I comprises 783,900 shares and Stock Compensation II comprises 371,000 shares. The disposal date is 14 July 2026.

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1154900
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How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

発行・処分する株式数

Stock Compensation I 783,900 shares / Stock Compensation II 371,000 shares / Total 1,154,900 shares

Intended allottee
Category The company's directors and executive officers / Stock Compensation I 19 people, 115,800 shares / Stock Compensation II 8 people, 104,200 shares, Category Executive officers and others of the company / Stock Compensation I 7 people, 34,600 shares / Stock Compensation II 9 people, 32,300 shares, Category Directors of subsidiaries of the Company / Stock Compensation I 72 people, 325,500 shares / Stock Compensation II 50 people, 114,700 shares, Category Executive officers, etc., of the company's subsidiaries / Stock Compensation I 79 people, 308,000 shares / Stock Compensation II 79 people, 119,800 shares
¥1,517 per share
Total issue value

Stock Compensation I ¥1,189,176,300 / Stock Compensation II ¥562,807,000

Amount of funds to be raised
As the treasury shares will be disposed of through an in-kind contribution of monetary compensation receivables, no amount of the total payment or estimated net proceeds is stated.
Total Stock-Based Compensation
Monetary compensation receivables of ¥1,189,176,300 for Stock Compensation I and ¥562,807,000 for Stock Compensation II
発行済株式総数

0.07% (relative to the total number of shares issued as of 31 May 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
Stock Compensation I From 14 July 2026 until the date on which the eligible directors and others cease to hold any position as an officer or other equivalent position of the company, any of its subsidiaries or any of its affiliates / Stock Compensation II From 14 July 2026 until the day before the business day preceding the date of the company's annual general meeting of shareholders for the fiscal year ending March 2029
Conditions for lifting transfer restrictions
For Stock Compensation I, all of the allocated shares under this arrangement, designated as Allocated Shares ①, will be released from the transfer restrictions upon expiry of the transfer restriction period, provided that the eligible directors and others have continuously held the position of director, executive officer or executive officer, etc., of the company, any of its subsidiaries or any of its affiliates for the prescribed period. For Stock Compensation II, all of the allocated shares under this arrangement, designated as Allocated Shares ②, will be released from the transfer restrictions upon expiry of the transfer restriction period. However, in the event of voluntary resignation or a similar circumstance, the restrictions will be released to the extent deemed reasonable by the company.
Reason for acquisition without consideration
At the end of the transfer restriction period, the company will acquire without consideration any shares for which the transfer restrictions have not been released. For Stock Compensation II, in the event of voluntary resignation, the company will acquire without consideration any shares for which the transfer restrictions have not been released, except for the number of shares determined by the company. The company will also apply malus and clawback provisions in cases including a serious breach of the duty of care, misconduct or other improper conduct, a serious violation of laws or internal regulations, or a material restatement of financial statements.
Categories and Number of Persons Covered
The company's directors and executive officers: Stock Compensation I, 19 people and 115,800 shares; Stock Compensation II, 8 people and 104,200 shares, The company's executive officers, etc.: Stock Compensation I, 7 people and 34,600 shares; Stock Compensation II, 9 people and 32,300 shares, Directors of the company's subsidiaries: Stock Compensation I, 72 people and 325,500 shares; Stock Compensation II, 50 people and 114,700 shares, Executive officers, etc., of the company's subsidiaries: Stock Compensation I, 79 people and 308,000 shares; Stock Compensation II, 79 people and 119,800 shares
Payment date
14 July 2026
Basis for determining the amount to be paid
The average closing price of the company's common shares on the Tokyo Stock Exchange over the 30 business days through 18 June 2026 was ¥1,517. No discount or premium is stated.
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 ofStock Compensation I 783,900 shares / Stock Compensation II 371,000 shares / Total 1,154,900 shares
Issue price and disposal price¥1,517 per share
Total issue valueStock Compensation I ¥1,189,176,300 / Stock Compensation II ¥562,807,000
Amount of funds to be raisedAs the treasury shares will be disposed of through an in-kind contribution of monetary compensation receivables, no amount of the total payment or estimated net proceeds is stated.
Payment date14 July 2026
Intended allotteeCategory The company's directors and executive officers / Stock Compensation I 19 people, 115,800 shares / Stock Compensation II 8 people, 104,200 shares, Category Executive officers and others of the company / Stock Compensation I 7 people, 34,600 shares / Stock Compensation II 9 people, 32,300 shares, Category Directors of subsidiaries of the Company / Stock Compensation I 72 people, 325,500 shares / Stock Compensation II 50 people, 114,700 shares, Category Executive officers, etc., of the company's subsidiaries / Stock Compensation I 79 people, 308,000 shares / Stock Compensation II 79 people, 119,800 shares
Dilution Rate0.07% (relative to the total number of shares issued as of 31 May 2026)
Total number of issued shares1,569,378,772 shares → Not disclosed
Basis for determining the amount to be paidThe average closing price of the company's common shares on the Tokyo Stock Exchange over the 30 business days through 18 June 2026 was ¥1,517. No discount or premium is stated.
Transfer restriction periodStock Compensation I From 14 July 2026 until the date on which the eligible directors and others cease to hold any position as an officer or other equivalent position of the company, any of its subsidiaries or any of its affiliates / Stock Compensation II From 14 July 2026 until the day before the business day preceding the date of the company's annual general meeting of shareholders for the fiscal year ending March 2029
Conditions for lifting transfer restrictionsFor Stock Compensation I, all of the allocated shares under this arrangement, designated as Allocated Shares ①, will be released from the transfer restrictions upon expiry of the transfer restriction period, provided that the eligible directors and others have continuously held the position of director, executive officer or executive officer, etc., of the company, any of its subsidiaries or any of its affiliates for the prescribed period. For Stock Compensation II, all of the allocated shares under this arrangement, designated as Allocated Shares ②, will be released from the transfer restrictions upon expiry of the transfer restriction period. However, in the event of voluntary resignation or a similar circumstance, the restrictions will be released to the extent deemed reasonable by the company.
Reason for acquisition without considerationAt the end of the transfer restriction period, the company will acquire without consideration any shares for which the transfer restrictions have not been released. For Stock Compensation II, in the event of voluntary resignation, the company will acquire without consideration any shares for which the transfer restrictions have not been released, except for the number of shares determined by the company. The company will also apply malus and clawback provisions in cases including a serious breach of the duty of care, misconduct or other improper conduct, a serious violation of laws or internal regulations, or a material restatement of financial statements.
Categories and Number of Persons CoveredThe company's directors and executive officers: Stock Compensation I, 19 people and 115,800 shares; Stock Compensation II, 8 people and 104,200 shares, The company's executive officers, etc.: Stock Compensation I, 7 people and 34,600 shares; Stock Compensation II, 9 people and 32,300 shares, Directors of the company's subsidiaries: Stock Compensation I, 72 people and 325,500 shares; Stock Compensation II, 50 people and 114,700 shares, Executive officers, etc., of the company's subsidiaries: Stock Compensation I, 79 people and 308,000 shares; Stock Compensation II, 79 people and 119,800 shares
Total Stock-Based CompensationMonetary compensation receivables of ¥1,189,176,300 for Stock Compensation I and ¥562,807,000 for Stock Compensation II
Items this document does not state (13)
Estimated issuance expensesSpecific use of fundsIntended allottee's holding policyExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / 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.

To strengthen incentives for improving medium- to long-term performance and promote the sharing of value with the eligible directors and others and shareholders.

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Notice Concerning the Disposal of Treasury Shares as Restricted Stock Compensation | Daiwa Securities Group Inc. (8601) timely disclosure | Komori