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Share Issuance and Disposal9716NOMURA Co.,Ltd.Information and Communications, Services and Others

Notice Regarding the Disposal of Treasury Shares as Performance-Based Restricted Stock Compensation

The Company has resolved to dispose of 16,300 treasury shares to 4 directors and 2 senior executive officers as performance-based restricted stock compensation. The disposal price is ¥1,089 per share, and the shares will be delivered in exchange for an in-kind contribution of monetary compensation receivables.

Worth reading
48Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
16300
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as performance-based restricted stock compensation

Who receives how much16,300Shares

16,300 common shares of the Company (treasury shares)

4 directors (excluding directors who are Audit and Supervisory Committee members and outside directors)12,700 shares
2 senior executive officers3,600 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.

¥1,089 per share
Total issue value

¥17,750,700

Amount of funds to be raised
Total payment amount: ¥17,750,700; estimated net proceeds: Not applicable (disposal of treasury shares through an in-kind contribution of monetary compensation receivables)
Total Stock-Based Compensation
Total monetary compensation receivables: ¥17,750,700 (the PSU plan compensation limit is ¥100 million per year and 200,000 shares per year)
Specific use of funds
Not applicable (this disposal of treasury shares is being made through an in-kind contribution of monetary compensation receivables)
発行済株式総数

No increase (disposal of treasury shares)

Not applicable (treasury share disposal only)

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.

Terms of the stock acquisition rights
Exercise price
None
Exercise period
None
Number of Stock Acquisition Rights
None
Reason for acquisition without consideration
At the end of the restriction period, the Company will automatically acquire without consideration any allocated shares whose transfer restrictions have not been lifted.
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 the payment date until the date on which the eligible directors and other recipients cease to be either directors or senior executive officers of the Company
Conditions for lifting transfer restrictions
All transfer restrictions on the allocated shares held by the eligible directors and other recipients will be lifted when the restriction period expires. In the event of a corporate reorganization or similar transaction, the restrictions may be lifted in full as of immediately before the business day preceding the effective date, subject to a resolution of the Board of Directors.
Offering structure
Underwriter / lead underwriter
None
Overallotment
None
Categories and Number of Persons Covered
Category Directors (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 4 / Number of allocated shares 12,700 shares, Category Senior Executive Officer / Number of Employees 2 / Number of allocated shares 3,600 shares
Intended allottee's holding policy
The allocated shares may not be transferred, pledged or otherwise disposed of from the payment date until the date on which the eligible directors and other recipients cease to be either directors or senior executive officers of the Company. All shares held at the end of the restriction period will have the transfer restrictions lifted.
Payment date
26 June 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 27 May 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,089. No discount or premium applies.
Procedures under the Corporate Code of Conduct
Approval for the PSU plan and its amendments was obtained at the general meetings of shareholders held on 27 May 2021, 26 May 2022 and 23 May 2024.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares as performance-based restricted stock compensation
Number of shares to be issued or disposed of16,300 common shares of the Company (treasury shares)
Issue price and disposal price¥1,089 per share
Total issue value¥17,750,700
Amount of funds to be raisedTotal payment amount: ¥17,750,700; estimated net proceeds: Not applicable (disposal of treasury shares through an in-kind contribution of monetary compensation receivables)
Specific use of fundsNot applicable (this disposal of treasury shares is being made through an in-kind contribution of monetary compensation receivables)
Payment date26 June 2026
Intended allotteeCategory 4 directors (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Shares 12,700 shares, Category 2 senior executive officers / Number of Shares 3,600 shares
Intended allottee's holding policyThe allocated shares may not be transferred, pledged or otherwise disposed of from the payment date until the date on which the eligible directors and other recipients cease to be either directors or senior executive officers of the Company. All shares held at the end of the restriction period will have the transfer restrictions lifted.
Dilution RateNot applicable (treasury share disposal only)
Total number of issued sharesNo increase (disposal of treasury shares)
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 27 May 2026, the business day preceding the date of the Board of Directors' resolution, was ¥1,089. No discount or premium applies.
Exercise priceNone
Exercise periodNone
Number of Stock Acquisition RightsNone
Transfer restriction periodFrom the payment date until the date on which the eligible directors and other recipients cease to be either directors or senior executive officers of the Company
Conditions for lifting transfer restrictionsAll transfer restrictions on the allocated shares held by the eligible directors and other recipients will be lifted when the restriction period expires. In the event of a corporate reorganization or similar transaction, the restrictions may be lifted in full as of immediately before the business day preceding the effective date, subject to a resolution of the Board of Directors.
Reason for acquisition without considerationAt the end of the restriction period, the Company will automatically acquire without consideration any allocated shares whose transfer restrictions have not been lifted.
Categories and Number of Persons CoveredCategory Directors (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 4 / Number of allocated shares 12,700 shares, Category Senior Executive Officer / Number of Employees 2 / Number of allocated shares 3,600 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥17,750,700 (the PSU plan compensation limit is ¥100 million per year and 200,000 shares per year)
Underwriter / lead underwriterNone
OverallotmentNone
Procedures under the Corporate Code of ConductApproval for the PSU plan and its amendments was obtained at the general meetings of shareholders held on 27 May 2021, 26 May 2022 and 23 May 2024.
Items this document does not state (5)
Estimated issuance expensesStock 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 an incentive for the sustained enhancement of corporate value and shareholder value over the medium to long term, while further promoting value sharing with shareholders. This disposal is being made based on the achievement of the performance conditions established under the PSU plan.

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Notice Regarding the Disposal of Treasury Shares as Performance-Based Restricted Stock Compensation | NOMURA Co.,Ltd. (9716) timely disclosure | Komori