Worth reading
55In focus
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
15750
Shares (maximum)Wording
Conditional
How definitive the wording is.Details of issuance or disposal
Disposal of treasury shares as restricted stock incentives for the employee stock ownership plan
Who receives how much15,750Shares
15,750 common shares of the Company (maximum; the actual number of shares will be determined based on the number of shares subscribed for)
東京都競馬 Employee Stock Ownership Association: 15,750 shares (maximum)
The lower thin line represents the existing number of shares to which these shares will be added.
¥5,230 per share
Total issue value
¥82,372,500 (maximum)
Amount of funds to be raised
Total disposal proceeds of ¥82,372,500 (maximum); estimated net proceeds Not disclosed
Total Stock-Based Compensation
Monetary compensation of ¥392,250 per eligible employee. Equivalent to ¥82,372,500 for a maximum of 210 employees.
発行済株式総数
0.06% of total issued shares and 0.06% of total voting rights (based on the maximum number of shares)
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 September 2026 to 31 May 2029
Conditions for lifting transfer restrictions
Provided that the eligible employee remains a member of the Employee Stock Ownership Association throughout the restricted transfer period, all transfer restrictions will be lifted upon expiry of that period. In the event of retirement or withdrawal from the association due to mandatory retirement or other legitimate reasons, the restrictions will be lifted on the date the withdrawal application is accepted or another applicable date.
Reason for acquisition without consideration
If an employee withdraws from the association for reasons other than legitimate reasons, suspends contributions to the association, engages in an act that violates laws or regulations, or otherwise falls under certain circumstances stipulated in the allocation agreement, or if the restrictions remain in place when the transfer restrictions are scheduled to be lifted.
Categories and Number of Persons Covered
210 employees (maximum) of the Company and its group companies who are employed without a fixed employment term: 75 shares per person
Intended allottee's holding policy
During the restricted transfer period, transfers to third parties, the creation of security interests and other dispositions will be prohibited, and the shares will be managed in a dedicated account at Nomura Securities Co., Ltd. Eligible employees will not be able to withdraw the corresponding share interests until the transfer restrictions are lifted.
Payment date
30 September 2026
Basis for determining the amount to be paid
The closing price of ¥5,230 on the Prime Market of the Tokyo Stock Exchange on 14 May 2026, the business day preceding the date of the Board of Directors' resolution. The deviations from the average closing price were ▲6.87% for one month, ▲8.41% for three months and ▲7.25% for six months.
Procedures under the Corporate Code of Conduct
Because the dilution is less than 25% and does not involve a change in the controlling shareholder, obtaining an opinion from an independent third party and procedures to confirm shareholders' intentions are not required. All 4 Audit & Supervisory Board Members, including 3 Outside Audit & Supervisory Board Members, have expressed the opinion that the disposal price does not constitute a particularly favorable price and that the transaction is lawful.
Impact on Business Performance
The Company believes that the transaction will contribute to an increase in the corporate value of the Company group. In view of the scale of the dilution, the Company considers the impact on the market to be minor.
| Item | Details |
|---|---|
| Type of issuance or disposal | Disposal of treasury shares as restricted stock incentives for the employee stock ownership plan |
| Number of shares to be issued or disposed of | 15,750 common shares of the Company (maximum; the actual number of shares will be determined based on the number of shares subscribed for) |
| Issue price and disposal price | ¥5,230 per share |
| Total issue value | ¥82,372,500 (maximum) |
| Amount of funds to be raised | Total disposal proceeds of ¥82,372,500 (maximum); estimated net proceeds Not disclosed |
| Payment date | 30 September 2026 |
| Intended allottee | 東京都競馬 Employee Stock Ownership Association: 15,750 shares (maximum) |
| Intended allottee's holding policy | During the restricted transfer period, transfers to third parties, the creation of security interests and other dispositions will be prohibited, and the shares will be managed in a dedicated account at Nomura Securities Co., Ltd. Eligible employees will not be able to withdraw the corresponding share interests until the transfer restrictions are lifted. |
| Dilution Rate | 0.06% of total issued shares and 0.06% of total voting rights (based on the maximum number of shares) |
| Total number of issued shares | 28,084,854 shares (as of 30 January 2026) → Not disclosed |
| Basis for determining the amount to be paid | The closing price of ¥5,230 on the Prime Market of the Tokyo Stock Exchange on 14 May 2026, the business day preceding the date of the Board of Directors' resolution. The deviations from the average closing price were ▲6.87% for one month, ▲8.41% for three months and ▲7.25% for six months. |
| Transfer restriction period | From 30 September 2026 to 31 May 2029 |
| Conditions for lifting transfer restrictions | Provided that the eligible employee remains a member of the Employee Stock Ownership Association throughout the restricted transfer period, all transfer restrictions will be lifted upon expiry of that period. In the event of retirement or withdrawal from the association due to mandatory retirement or other legitimate reasons, the restrictions will be lifted on the date the withdrawal application is accepted or another applicable date. |
| Reason for acquisition without consideration | If an employee withdraws from the association for reasons other than legitimate reasons, suspends contributions to the association, engages in an act that violates laws or regulations, or otherwise falls under certain circumstances stipulated in the allocation agreement, or if the restrictions remain in place when the transfer restrictions are scheduled to be lifted. |
| Categories and Number of Persons Covered | 210 employees (maximum) of the Company and its group companies who are employed without a fixed employment term: 75 shares per person |
| Total Stock-Based Compensation | Monetary compensation of ¥392,250 per eligible employee. Equivalent to ¥82,372,500 for a maximum of 210 employees. |
| Procedures under the Corporate Code of Conduct | Because the dilution is less than 25% and does not involve a change in the controlling shareholder, obtaining an opinion from an independent third party and procedures to confirm shareholders' intentions are not required. All 4 Audit & Supervisory Board Members, including 3 Outside Audit & Supervisory Board Members, have expressed the opinion that the disposal price does not constitute a particularly favorable price and that the transaction is lawful. |
| Impact on Business Performance | The Company believes that the transaction will contribute to an increase in the corporate value of the Company group. In view of the scale of the dilution, the Company considers the impact on the market to be minor. |
Items this document does not state (10)
Estimated issuance expensesSpecific use of fundsExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / 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 enhance the benefits provided to eligible employees, assist them in building personal assets, provide incentives for the sustained enhancement of corporate value, and promote the sharing of value with shareholders.
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