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
0.03
% (dilution rate relative to the total number of issued shares)Wording
Definitive
How definitive the wording is.Details of issuance or disposal
Disposal of treasury shares in connection with the continuation of a performance-linked stock compensation plan
Who receives how much1,243,000Shares
1,243,000 common shares (treasury shares)
Japan Master Trust Bank, Ltd. (Executive Compensation BIP Trust Account): 1,243,000 shares
The lower thin line represents the existing number of shares to which these shares will be added.
¥2,886 per share
Total issue value
¥3,587,298,000
発行済株式総数
0.03% (relative to the total number of issued shares as of 31 March 2026; also 0.03% relative to the total number of voting rights as of the same date)
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.
Categories and Number of Persons Covered
Directors, executive officers and senior directors (excluding overseas residents, outside directors and part-time directors). The number of eligible individuals and the number of shares allocated by category are Not disclosed.
Intended allottee's holding policy
The shares will be delivered to directors and other covered individuals in accordance with the rules governing the delivery of shares under the BIP Trust. The shares are not expected to enter the stock market all at once.
Basis for determining the amount to be paid
The disposal price is based on the average closing price of ¥2,886 on the Tokyo Stock Exchange during the one-month period immediately preceding the Board of Directors' resolution, from 7 July 2026 to 6 August 2026. This represents 99.48% of the ¥2,901 closing price on the preceding business day (a 0.52% discount), 104.91% of the ¥2,751 average closing price for the preceding 3 months (a 4.91% premium), and 106.69% of the ¥2,705 average closing price for the preceding 6 months (a 6.69% premium).
Procedures under the Corporate Code of Conduct
Because the dilution ratio is below 25% and there will be no change in the controlling shareholder, obtaining an opinion from an independent third party and conducting procedures to confirm shareholders' intentions under Article 432 of the Tokyo Stock Exchange Regulations are not required. All 5 Audit & Supervisory Board Members, including 3 outside Audit & Supervisory Board Members, expressed the opinion that the basis for calculating the disposal price was reasonable and that the disposal price did not constitute a particularly favorable price.
Impact on Business Performance
The impact on the secondary market is expected to be limited.
| Item | Details |
|---|---|
| Type of issuance or disposal | Disposal of treasury shares in connection with the continuation of a performance-linked stock compensation plan |
| Number of shares to be issued or disposed of | 1,243,000 common shares (treasury shares) |
| Issue price and disposal price | ¥2,886 per share |
| Total issue value | ¥3,587,298,000 |
| Intended allottee | Japan Master Trust Bank, Ltd. (Executive Compensation BIP Trust Account): 1,243,000 shares |
| Intended allottee's holding policy | The shares will be delivered to directors and other covered individuals in accordance with the rules governing the delivery of shares under the BIP Trust. The shares are not expected to enter the stock market all at once. |
| Dilution Rate | 0.03% (relative to the total number of issued shares as of 31 March 2026; also 0.03% relative to the total number of voting rights as of the same date) |
| Total number of issued shares | 4,187,847,474 shares → Not disclosed |
| Basis for determining the amount to be paid | The disposal price is based on the average closing price of ¥2,886 on the Tokyo Stock Exchange during the one-month period immediately preceding the Board of Directors' resolution, from 7 July 2026 to 6 August 2026. This represents 99.48% of the ¥2,901 closing price on the preceding business day (a 0.52% discount), 104.91% of the ¥2,751 average closing price for the preceding 3 months (a 4.91% premium), and 106.69% of the ¥2,705 average closing price for the preceding 6 months (a 6.69% premium). |
| Categories and Number of Persons Covered | Directors, executive officers and senior directors (excluding overseas residents, outside directors and part-time directors). The number of eligible individuals and the number of shares allocated by category are Not disclosed. |
| Procedures under the Corporate Code of Conduct | Because the dilution ratio is below 25% and there will be no change in the controlling shareholder, obtaining an opinion from an independent third party and conducting procedures to confirm shareholders' intentions under Article 432 of the Tokyo Stock Exchange Regulations are not required. All 5 Audit & Supervisory Board Members, including 3 outside Audit & Supervisory Board Members, expressed the opinion that the basis for calculating the disposal price was reasonable and that the disposal price did not constitute a particularly favorable price. |
| Impact on Business Performance | The impact on the secondary market is expected to be limited. |
Items this document does not state (16)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsPayment dateExercise priceExercise periodNumber of Stock Acquisition RightsTransfer restriction periodConditions for lifting transfer restrictionsReason for acquisition without considerationTotal 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 clarify the linkage between compensation for directors and other covered individuals and business performance and share value, and to heighten their awareness of contributing to medium- to long-term improvements in business performance and increases in corporate value.
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.