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Share Issuance and Disposal9166GENDA Inc.Information and Communications, Services and Others

Notice Regarding the Issuance of New Shares as Restricted Stock-Based Compensation

The Company resolved to issue 28,348 common shares to 5 employees, including employee-type executive officers, as restricted stock compensation. Transfers and other dispositions of the shares will be restricted from 30 October 2026 to 27 August 2029.

Worth reading
53Recurring
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Direction
Neutral
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Scale
28348
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of new shares as restricted stock compensation

Who receives how much28,348Shares

28,348 common shares (new shares)

Employees, including employee-type executive officers5 / 28,348 shares

The lower thin line represents the existing number of shares to which these shares will be added.

¥776 per share
Total issue value

¥21,998,048

Amount of funds to be raised
Total amount paid in: ¥21,998,048. Estimated net proceeds: Not disclosed
Total Stock-Based Compensation
¥21,998,048 (the amount of monetary compensation claims to be granted to the recipients is not stated)
発行済株式総数

0.02% (of the total number of issued shares as of 31 July 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 30 October 2026 to 27 August 2029
Conditions for lifting transfer restrictions
Subject to the recipient continuously holding one of the positions of director, executive officer or employee of the Company or one of its subsidiaries throughout the restricted period, all of the restricted shares will be released from the restrictions upon expiry of the restricted period. If the recipient loses the position for a valid reason, the number of shares to be released and the timing of release will be reasonably adjusted.
Reason for acquisition without consideration
The Company will acquire without consideration any shares that remain subject to the transfer restrictions upon expiry of the restricted period, all shares if the recipient loses the relevant position without a valid reason, and all shares upon the occurrence of certain other events. Shares that remain subject to the restrictions as a result of a corporate reorganization or similar event will also be acquired without consideration.
Categories and Number of Persons Covered
5 employees, including employee-type executive officers; 28,348 shares
Intended allottee's holding policy
From 30 October 2026 to 27 August 2029, the recipients may not transfer, create security interests over, or otherwise dispose of the shares.
Payment date
30 October 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 26 August 2026, ¥776. No discount or premium rate is stated.
Procedures under the Corporate Code of Conduct
Because the dilution rate 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 shareholders' intentions are not required.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of new shares as restricted stock compensation
Number of shares to be issued or disposed of28,348 common shares (new shares)
Issue price and disposal price¥776 per share
Total issue value¥21,998,048
Amount of funds to be raisedTotal amount paid in: ¥21,998,048. Estimated net proceeds: Not disclosed
Payment date30 October 2026
Intended allotteeCategory Employees, including employee-type executive officers / Number of Employees 5 / Number of Shares 28,348 shares
Intended allottee's holding policyFrom 30 October 2026 to 27 August 2029, the recipients may not transfer, create security interests over, or otherwise dispose of the shares.
Dilution Rate0.02% (of the total number of issued shares as of 31 July 2026)
Total number of issued shares188,378,582 shares (as of 31 July 2026) → Not disclosed
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 26 August 2026, ¥776. No discount or premium rate is stated.
Transfer restriction periodFrom 30 October 2026 to 27 August 2029
Conditions for lifting transfer restrictionsSubject to the recipient continuously holding one of the positions of director, executive officer or employee of the Company or one of its subsidiaries throughout the restricted period, all of the restricted shares will be released from the restrictions upon expiry of the restricted period. If the recipient loses the position for a valid reason, the number of shares to be released and the timing of release will be reasonably adjusted.
Reason for acquisition without considerationThe Company will acquire without consideration any shares that remain subject to the transfer restrictions upon expiry of the restricted period, all shares if the recipient loses the relevant position without a valid reason, and all shares upon the occurrence of certain other events. Shares that remain subject to the restrictions as a result of a corporate reorganization or similar event will also be acquired without consideration.
Categories and Number of Persons Covered5 employees, including employee-type executive officers; 28,348 shares
Total Stock-Based Compensation¥21,998,048 (the amount of monetary compensation claims to be granted to the recipients is not stated)
Procedures under the Corporate Code of ConductBecause the dilution rate 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 shareholders' intentions are not required.
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 provide incentives to the recipients, foster a greater sense of participation in management, and encourage proactive actions aimed at enhancing corporate value over the medium to long term on a sustainable basis.

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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Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding the Issuance of New Shares as Restricted Stock-Based Compensation | GENDA Inc. (9166) timely disclosure | Komori