Worth reading
41Recurring
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
30548300
Shares (including the planned and maximum number of shares to be allocated)Wording
Conditional
How definitive the wording is.Details of issuance or disposal
Disposal of treasury shares as stock compensation
Who receives how much
64th RSU 9,375,700 shares / 65th RSU 9,295,800 shares / 66th RSU 9,217,000 shares / 67th RSU 1,848,300 shares / 3rd PSU 811,500 shares
Directors and executive officers of the Company, excluding outside directors9 / 64th RSU: 852,200 shares; 65th RSU: 851,900 shares; 66th RSU: 851,400 shares
Employees of the Company32 (64th to 66th RSUs); 3 (67th RSU) / 64th RSU: 107,300 shares; 65th RSU: 106,300 shares; 66th RSU: 104,900 shares; 67th RSU: 35,900 shares
Directors, executive officers and employees and other personnel of subsidiaries of the Company2,355 (64th to 66th RSUs); 240 (67th RSU) / 64th RSU: 8,416,200 shares; 65th RSU: 8,337,600 shares; 66th RSU: 8,260,700 shares; 67th RSU: 1,812,400 shares
Directors and executive officers of the Company, excluding outside directors2 / 3rd PSU: 811,500 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.
¥1,274 per share
Total issue value
64th RSU ¥11,944,641,800 / 65th RSU ¥11,842,849,200 / 66th RSU ¥11,742,458,000 / 67th RSU ¥2,354,734,200 / 3rd PSU ¥1,033,851,000
Amount of funds to be raised
As the shares will be issued in exchange for an in-kind contribution of monetary compensation receivables, the Company will not raise any cash. The total value of the property contributed in kind will be ¥37,918,534,200. Estimated net proceeds: not applicable.
Total Stock-Based Compensation
Total monetary compensation receivables: ¥37,918,534,200 (planned and maximum amount)
発行済株式総数
The total number of issued shares will not increase because this is a disposal of treasury shares.
As this is a disposal of treasury shares, the total number of issued shares will not increase. Dilution rate: Not disclosed.
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
The RSUs will be allocated after the expiry of the prescribed deferral period, and the PSUs after the expiry of the three-year performance evaluation period. The specific transfer restriction period is Not disclosed.
Conditions for lifting transfer restrictions
As a general rule, the RSUs will be allocated after the expiry of the prescribed deferral period. For the PSUs, the number of shares to be delivered will be calculated after the end of the three-year performance evaluation period based on actual ROE and TSR performance. If certain events, such as voluntary resignation, occur before vesting, the number of shares allocated will be reduced.
Reason for acquisition without consideration
If certain events occur, such as an eligible recipient voluntarily leaving the Company before vesting, the number of shares allocated will be reduced without the recipient accepting the Company's shares. The use of the term 'acquisition without consideration' and the specific conditions are Not disclosed.
Categories and Number of Persons Covered
The Company's directors and executive officers (excluding outside directors): 9 (64th to 66th RSUs), The Company's employees: 32 (64th to 66th RSUs); 3 (67th RSU), Directors, executive officers and employees of the Company's subsidiaries, and others: 2,355 (64th to 66th RSUs); 240 (67th RSU), The Company's directors and executive officers (excluding outside directors): 2 (3rd PSU)
Payment date
64th RSU 20 April 2027 to 19 May 2027 / 65th RSU 20 April 2028 to 19 May 2028 / 66th RSU 20 April 2029 to 19 May 2029 / 67th RSU 20 April 2030 to 19 May 2030 / 3rd PSU 20 April 2029 to 30 September 2029
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 13 May 2026, the business day immediately preceding the date of the decision, was ¥1,274 per share, rounded up to the nearest yen. No discount or premium applies.
Procedures under the Corporate Code of Conduct
Decided by the Management Committee. The allocation of treasury shares as stock compensation to individual directors and executive officers will follow the decisions of the Compensation Committee. Whether an independent third-party opinion was obtained or shareholder approval was sought is Not disclosed.
| Item | Details |
|---|---|
| Type of issuance or disposal | Disposal of treasury shares as stock compensation |
| Number of shares to be issued or disposed of | 64th RSU 9,375,700 shares / 65th RSU 9,295,800 shares / 66th RSU 9,217,000 shares / 67th RSU 1,848,300 shares / 3rd PSU 811,500 shares |
| Issue price and disposal price | ¥1,274 per share |
| Total issue value | 64th RSU ¥11,944,641,800 / 65th RSU ¥11,842,849,200 / 66th RSU ¥11,742,458,000 / 67th RSU ¥2,354,734,200 / 3rd PSU ¥1,033,851,000 |
| Amount of funds to be raised | As the shares will be issued in exchange for an in-kind contribution of monetary compensation receivables, the Company will not raise any cash. The total value of the property contributed in kind will be ¥37,918,534,200. Estimated net proceeds: not applicable. |
| Payment date | 64th RSU 20 April 2027 to 19 May 2027 / 65th RSU 20 April 2028 to 19 May 2028 / 66th RSU 20 April 2029 to 19 May 2029 / 67th RSU 20 April 2030 to 19 May 2030 / 3rd PSU 20 April 2029 to 30 September 2029 |
| Intended allottee | Name Directors and executive officers of the Company, excluding outside directors / Number of Employees 9 / Number of Shares 64th RSU: 852,200 shares; 65th RSU: 851,900 shares; 66th RSU: 851,400 shares, Name Employees of the Company / Number of Employees 32 (64th to 66th RSUs); 3 (67th RSU) / Number of Shares 64th RSU: 107,300 shares; 65th RSU: 106,300 shares; 66th RSU: 104,900 shares; 67th RSU: 35,900 shares, Name Directors, executive officers and employees and other personnel of subsidiaries of the Company / Number of Employees 2,355 (64th to 66th RSUs); 240 (67th RSU) / Number of Shares 64th RSU: 8,416,200 shares; 65th RSU: 8,337,600 shares; 66th RSU: 8,260,700 shares; 67th RSU: 1,812,400 shares, Name Directors and executive officers of the Company, excluding outside directors / Number of Employees 2 / Number of Shares 3rd PSU: 811,500 shares |
| Dilution Rate | As this is a disposal of treasury shares, the total number of issued shares will not increase. Dilution rate: Not disclosed. |
| Total number of issued shares | The total number of issued shares will not increase because this is a disposal of treasury shares. |
| Basis for determining the amount to be paid | The closing price of the Company's common shares on the Tokyo Stock Exchange on 13 May 2026, the business day immediately preceding the date of the decision, was ¥1,274 per share, rounded up to the nearest yen. No discount or premium applies. |
| Transfer restriction period | The RSUs will be allocated after the expiry of the prescribed deferral period, and the PSUs after the expiry of the three-year performance evaluation period. The specific transfer restriction period is Not disclosed. |
| Conditions for lifting transfer restrictions | As a general rule, the RSUs will be allocated after the expiry of the prescribed deferral period. For the PSUs, the number of shares to be delivered will be calculated after the end of the three-year performance evaluation period based on actual ROE and TSR performance. If certain events, such as voluntary resignation, occur before vesting, the number of shares allocated will be reduced. |
| Reason for acquisition without consideration | If certain events occur, such as an eligible recipient voluntarily leaving the Company before vesting, the number of shares allocated will be reduced without the recipient accepting the Company's shares. The use of the term 'acquisition without consideration' and the specific conditions are Not disclosed. |
| Categories and Number of Persons Covered | The Company's directors and executive officers (excluding outside directors): 9 (64th to 66th RSUs), The Company's employees: 32 (64th to 66th RSUs); 3 (67th RSU), Directors, executive officers and employees of the Company's subsidiaries, and others: 2,355 (64th to 66th RSUs); 240 (67th RSU), The Company's directors and executive officers (excluding outside directors): 2 (3rd PSU) |
| Total Stock-Based Compensation | Total monetary compensation receivables: ¥37,918,534,200 (planned and maximum amount) |
| Procedures under the Corporate Code of Conduct | Decided by the Management Committee. The allocation of treasury shares as stock compensation to individual directors and executive officers will follow the decisions of the Compensation Committee. Whether an independent third-party opinion was obtained or shareholder approval was sought is Not disclosed. |
Items this document does not state (12)
Estimated issuance expensesSpecific use of fundsIntended allottee's holding policyExercise 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 allocate the Company's shares to eligible recipients as deferred compensation under the RSU and PSU plans. For the PSU, the number of shares to be delivered will be determined based on actual ROE and TSR performance.
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.