Worth reading
52Recurring
Scored from 4 of 5 sectionsDirection
Neutral
Direction inferred from the company’s description.Scale
890000
SharesWording
Definitive
How definitive the wording is.Details of issuance or disposal
Issuance of new shares as restricted stock compensation
Who receives how much
Directors 560,000 common shares of the Company / Executive officers and others 330,000 common shares of the Company
8 directors of the Company560,000 shares
6 executive officers and others of the Company330,000 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.
¥118 per share
Total issue value
¥66,080,000 for directors, ¥38,940,000 for executive officers and others, for a total of ¥105,020,000
Amount of funds to be raised
No cash proceeds or estimated net proceeds are stated, as no monetary payment is required for the shares allocated to directors and the full amount of the monetary compensation receivables for executive officers and others will be contributed in kind.
Total Stock-Based Compensation
¥66,080,000 for directors and ¥38,940,000 for executive officers and others
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
5 years from the allotment date
Conditions for lifting transfer restrictions
Subject to maintaining the position of director or equivalent for 2 consecutive years, one-fourth of the shares will be released from the transfer restrictions, followed by an additional one-fourth after 3 years and another one-fourth after 4 years. All remaining shares will be released after 5 years. Special provisions apply in cases including retirement or resignation due to death or serious illness and corporate reorganizations.
Reason for acquisition without consideration
If the recipient retires or resigns from the position of director or equivalent without a valid reason during the transfer restriction period, the Company will acquire all shares that remain subject to the transfer restrictions for no consideration. The Company will also acquire for no consideration all shares that remain subject to the transfer restrictions when the transfer restriction period expires. Other events are stipulated in the restricted stock allotment agreement.
Categories and Number of Persons Covered
Category Directors / Number of Employees 8 independent officers / Number of allocated shares 560,000 shares, Category Executive officers and others / Number of Employees 6 / Number of allocated shares 330,000 shares
Intended allottee's holding policy
For 5 years from the allotment date, the recipients may not transfer, create security interests over, or otherwise dispose of the shares. One-fourth of the allocated shares will be released from the transfer restrictions in each of the second, third and fourth years, with all remaining shares released in the fifth year. However, upon retirement or resignation, the Company will acquire any shares that remain subject to the transfer restrictions for no consideration, subject to certain conditions.
Payment date
31 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 15 July 2026 was ¥118. This was the market price on the business day immediately preceding the resolution date. No discount or premium is stated.
Procedures under the Corporate Code of Conduct
At the 26th Annual General Meeting of Shareholders held on 28 June 2022, approval was granted for the restricted stock compensation plan for directors, including the annual issuance limit. This issuance was approved by a written resolution of the Board of Directors.
| Item | Details |
|---|---|
| Type of issuance or disposal | Issuance of new shares as restricted stock compensation |
| Number of shares to be issued or disposed of | Directors 560,000 common shares of the Company / Executive officers and others 330,000 common shares of the Company |
| Issue price and disposal price | ¥118 per share |
| Total issue value | ¥66,080,000 for directors, ¥38,940,000 for executive officers and others, for a total of ¥105,020,000 |
| Amount of funds to be raised | No cash proceeds or estimated net proceeds are stated, as no monetary payment is required for the shares allocated to directors and the full amount of the monetary compensation receivables for executive officers and others will be contributed in kind. |
| Payment date | 31 July 2026 |
| Intended allottee | Category 8 directors of the Company / Number of Shares 560,000 shares, Category 6 executive officers and others of the Company / Number of Shares 330,000 shares |
| Intended allottee's holding policy | For 5 years from the allotment date, the recipients may not transfer, create security interests over, or otherwise dispose of the shares. One-fourth of the allocated shares will be released from the transfer restrictions in each of the second, third and fourth years, with all remaining shares released in the fifth year. However, upon retirement or resignation, the Company will acquire any shares that remain subject to the transfer restrictions for no consideration, subject to certain conditions. |
| Basis for determining the amount to be paid | The closing price of the Company’s common shares on the Tokyo Stock Exchange on 15 July 2026 was ¥118. This was the market price on the business day immediately preceding the resolution date. No discount or premium is stated. |
| Transfer restriction period | 5 years from the allotment date |
| Conditions for lifting transfer restrictions | Subject to maintaining the position of director or equivalent for 2 consecutive years, one-fourth of the shares will be released from the transfer restrictions, followed by an additional one-fourth after 3 years and another one-fourth after 4 years. All remaining shares will be released after 5 years. Special provisions apply in cases including retirement or resignation due to death or serious illness and corporate reorganizations. |
| Reason for acquisition without consideration | If the recipient retires or resigns from the position of director or equivalent without a valid reason during the transfer restriction period, the Company will acquire all shares that remain subject to the transfer restrictions for no consideration. The Company will also acquire for no consideration all shares that remain subject to the transfer restrictions when the transfer restriction period expires. Other events are stipulated in the restricted stock allotment agreement. |
| Categories and Number of Persons Covered | Category Directors / Number of Employees 8 independent officers / Number of allocated shares 560,000 shares, Category Executive officers and others / Number of Employees 6 / Number of allocated shares 330,000 shares |
| Total Stock-Based Compensation | ¥66,080,000 for directors and ¥38,940,000 for executive officers and others |
| Procedures under the Corporate Code of Conduct | At the 26th Annual General Meeting of Shareholders held on 28 June 2022, approval was granted for the restricted stock compensation plan for directors, including the annual issuance limit. This issuance was approved by a written resolution of the Board of Directors. |
Items this document does not state (13)
Estimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise 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 strengthen the linkage between directors’ compensation and shareholder value, provide incentives for the sustained enhancement of corporate value, and promote the sharing of value between directors and shareholders. The Company will also have executive officers and others hold shares on the same terms.
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.