Worth reading
53Recurring
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
150
SharesWording
Conditional
How definitive the wording is.Details of issuance or disposal
Disposal of treasury shares by third-party allotment (restricted stock incentives for the employee stock ownership plan)
Who receives how much
150 shares of the Company's common stock (the actual number of shares to be disposed of will be determined based on the number of eligible employees, up to 3, and the number of shares allotted to each eligible employee)
NCS&A Employee Stock Ownership Plan150 shares (the actual number of shares allotted will be determined based on the number of shares subscribed for)
The lower thin line represents the existing number of shares to which these shares will be added.
¥1,312 per share
Total issue value
¥196,800 (total disposal amount based on assumptions)
Amount of funds to be raised
Total amount to be paid in: ¥196,800 (based on assumptions); estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Amount of the special incentive payment: Not disclosed
発行済株式総数
0.00% of total shares issued and 0.00% of total voting rights
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 9 September 2026 to 8 September 2029 (3 years)
Conditions for lifting transfer restrictions
Provided that the eligible employee has continuously remained a member of the employee stock ownership plan throughout the restricted period, all of the allocated shares corresponding to that employee's restricted stock interest will be released from the restrictions upon expiration of the restricted period. In the event of withdrawal from the plan for a legitimate reason, the restrictions will be released as of the date on which the withdrawal application is accepted.
Reason for acquisition without consideration
If an eligible employee withdraws from the employee stock ownership plan during the restricted period for a reason other than a legitimate reason, violates any law or regulation, or falls under any other specified circumstance set forth in the allocation agreement. The shares will also be acquired without consideration if the restrictions are not released upon expiration of the restricted period or upon withdrawal for a legitimate reason.
Categories and Number of Persons Covered
Employees of the Company, up to 3 (the actual number of eligible employees will be determined after their consent to participate in the plan has been confirmed). The number of shares allotted to each eligible employee: Not disclosed.
Intended allottee's holding policy
During the restricted period, the shares will be managed in a dedicated account for the employee stock ownership plan. Transfers to third parties, the creation of security interests or other disposals, and withdrawals of the eligible employees' restricted stock interests will be restricted.
Payment date
9 September 2026
Basis for determining the amount to be paid
The closing price of ¥1,312 on the Standard Market of the Tokyo Stock Exchange on 29 July 2026, the business day preceding the date of the Board of Directors' resolution. This represented a premium of 2.98% to the one-month average closing price of ¥1,274, a premium of 0.61% to the three-month average closing price of ¥1,304, and a discount of 10.44% to the six-month average closing price of ¥1,465.
Procedures under the Corporate Code of Conduct
Because the dilution ratio 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 procedures to confirm shareholders' intentions are not required. All 3 Audit & Supervisory Board Members, including 2 Outside Audit & Supervisory Board Members, expressed the opinion that the disposal price does not constitute a particularly favorable price and is lawful.
Impact on Business Performance
The Company believes that this will contribute to increasing its corporate value.
| Item | Details |
|---|---|
| Type of issuance or disposal | Disposal of treasury shares by third-party allotment (restricted stock incentives for the employee stock ownership plan) |
| Number of shares to be issued or disposed of | 150 shares of the Company's common stock (the actual number of shares to be disposed of will be determined based on the number of eligible employees, up to 3, and the number of shares allotted to each eligible employee) |
| Issue price and disposal price | ¥1,312 per share |
| Total issue value | ¥196,800 (total disposal amount based on assumptions) |
| Amount of funds to be raised | Total amount to be paid in: ¥196,800 (based on assumptions); estimated net proceeds: Not disclosed |
| Payment date | 9 September 2026 |
| Intended allottee | Name NCS&A Employee Stock Ownership Plan / Number of Shares 150 shares (the actual number of shares allotted will be determined based on the number of shares subscribed for) |
| Intended allottee's holding policy | During the restricted period, the shares will be managed in a dedicated account for the employee stock ownership plan. Transfers to third parties, the creation of security interests or other disposals, and withdrawals of the eligible employees' restricted stock interests will be restricted. |
| Dilution Rate | 0.00% of total shares issued and 0.00% of total voting rights |
| Total number of issued shares | 18,000,000 shares (as of 31 March 2026) → 18,000,000 shares（0.00％） |
| Basis for determining the amount to be paid | The closing price of ¥1,312 on the Standard Market of the Tokyo Stock Exchange on 29 July 2026, the business day preceding the date of the Board of Directors' resolution. This represented a premium of 2.98% to the one-month average closing price of ¥1,274, a premium of 0.61% to the three-month average closing price of ¥1,304, and a discount of 10.44% to the six-month average closing price of ¥1,465. |
| Transfer restriction period | From 9 September 2026 to 8 September 2029 (3 years) |
| Conditions for lifting transfer restrictions | Provided that the eligible employee has continuously remained a member of the employee stock ownership plan throughout the restricted period, all of the allocated shares corresponding to that employee's restricted stock interest will be released from the restrictions upon expiration of the restricted period. In the event of withdrawal from the plan for a legitimate reason, the restrictions will be released as of the date on which the withdrawal application is accepted. |
| Reason for acquisition without consideration | If an eligible employee withdraws from the employee stock ownership plan during the restricted period for a reason other than a legitimate reason, violates any law or regulation, or falls under any other specified circumstance set forth in the allocation agreement. The shares will also be acquired without consideration if the restrictions are not released upon expiration of the restricted period or upon withdrawal for a legitimate reason. |
| Categories and Number of Persons Covered | Employees of the Company, up to 3 (the actual number of eligible employees will be determined after their consent to participate in the plan has been confirmed). The number of shares allotted to each eligible employee: Not disclosed. |
| Total Stock-Based Compensation | Amount of the special incentive payment: Not disclosed |
| Procedures under the Corporate Code of Conduct | Because the dilution ratio 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 procedures to confirm shareholders' intentions are not required. All 3 Audit & Supervisory Board Members, including 2 Outside Audit & Supervisory Board Members, expressed the opinion that the disposal price does not constitute a particularly favorable price and is lawful. |
| Impact on Business Performance | The Company believes that this will contribute to increasing its corporate value. |
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 welfare of eligible employees, support their asset formation, provide incentives to promote the sustained enhancement of the Company's corporate value, and advance the sharing of value between eligible employees and the Company's shareholders.
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.