Worth reading
49Recurring
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
124550
Shares (maximum)Wording
Conditional
How definitive the wording is.Details of issuance or disposal
Disposal of treasury shares as a restricted stock incentive for the Employee Stock Ownership Association (third-party allotment)
Who receives how much
Up to 124,550 shares of the Company's common stock. The actual number of shares will be determined based on the number of eligible employees consenting to participate in the plan and the number of shares granted according to employee grade. Breakdown: Manager/Office Manager positions: up to 50 people, 30,050 shares; Store Manager/Assistant Office Manager positions: up to 191 people, 76,400 shares; SV/Assistant Store Manager positions: up to 13 people, 2,600 shares; Leader positions: up to 155 people, 15,500 shares.
ナック Employees' Stock Ownership Plan (up to 124,550 shares)
The lower thin line represents the existing number of shares to which these shares will be added.
¥499 per share
Total issue value
¥62,150,450 (maximum)
Amount of funds to be raised
Total payment amount: ¥62,150,450 (maximum). Estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Amount of monetary receivables to be paid as the special incentive payment: Not disclosed. Total disposal amount: up to ¥62,150,450.
発行済株式総数
0.27% of total issued shares and 0.30% of total voting rights (in both cases, based on the maximum number of shares to be disposed of)
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 17 September 2026 to 1 December 2027 (14 months)
Conditions for lifting transfer restrictions
The restrictions will be fully lifted upon expiration of the restricted period, provided that the eligible employee has remained a member of the Employees' Stock Ownership Plan throughout the restricted period. If the employee leaves the plan upon reaching the mandatory retirement age or for another valid reason, the restrictions will be lifted on the date the withdrawal application is accepted for the number of shares corresponding to the employee's months of service. In the event of a reorganization or similar transaction, the restrictions will be lifted subject to the prescribed conditions.
Reason for acquisition without consideration
If an eligible employee engages in a violation of laws or regulations during the restricted period or otherwise meets certain conditions specified in the allotment agreement. This also applies if any shares remain subject to restrictions when the restricted period expires or when the restrictions are lifted upon withdrawal from the plan.
Categories and Number of Persons Covered
Manager/Office Manager positions: up to 50 people, 30,050 shares; Store Manager/Assistant Office Manager positions: up to 191 people, 76,400 shares; SV/Assistant Store Manager positions: up to 13 people, 2,600 shares; Leader positions: up to 155 people, 15,500 shares. Total: up to 409 people, 124,550 shares.
Intended allottee's holding policy
During the restricted period, the shares may not be transferred, pledged or otherwise disposed of, and will be managed in a dedicated account for the Employees' Stock Ownership Plan. After the restrictions are lifted, the shares will be transferred to the relevant employee's ordinary account or securities account.
Payment date
17 September 2026
Basis for determining the amount to be paid
The closing price of ¥499 on the Prime Market of the Tokyo Stock Exchange on 28 May 2026, the business day preceding the date of the Board of Directors' resolution. The deviations from the average closing prices were -1.77% versus ¥508 for one month, -4.59% versus ¥523 for three months and -5.85% versus ¥530 for six months.
Procedures under the Corporate Code of Conduct
Because the dilution ratio is less than 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 under the Code of Corporate Conduct. All 3 Audit & Supervisory Board members, including 2 outside members, 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 specific amount of the impact on financial results from this disposal of treasury shares is Not disclosed. The Company expects the plan to contribute to sustained improvement in corporate value.
| Item | Details |
|---|---|
| Type of issuance or disposal | Disposal of treasury shares as a restricted stock incentive for the Employee Stock Ownership Association (third-party allotment) |
| Number of shares to be issued or disposed of | Up to 124,550 shares of the Company's common stock. The actual number of shares will be determined based on the number of eligible employees consenting to participate in the plan and the number of shares granted according to employee grade. Breakdown: Manager/Office Manager positions: up to 50 people, 30,050 shares; Store Manager/Assistant Office Manager positions: up to 191 people, 76,400 shares; SV/Assistant Store Manager positions: up to 13 people, 2,600 shares; Leader positions: up to 155 people, 15,500 shares. |
| Issue price and disposal price | ¥499 per share |
| Total issue value | ¥62,150,450 (maximum) |
| Amount of funds to be raised | Total payment amount: ¥62,150,450 (maximum). Estimated net proceeds: Not disclosed |
| Payment date | 17 September 2026 |
| Intended allottee | ナック Employees' Stock Ownership Plan (up to 124,550 shares) |
| Intended allottee's holding policy | During the restricted period, the shares may not be transferred, pledged or otherwise disposed of, and will be managed in a dedicated account for the Employees' Stock Ownership Plan. After the restrictions are lifted, the shares will be transferred to the relevant employee's ordinary account or securities account. |
| Dilution Rate | 0.27% of total issued shares and 0.30% of total voting rights (in both cases, based on the maximum number of shares to be disposed of) |
| Total number of issued shares | 46,613,500 shares (as of 31 March 2026) → Not disclosed |
| Basis for determining the amount to be paid | The closing price of ¥499 on the Prime Market of the Tokyo Stock Exchange on 28 May 2026, the business day preceding the date of the Board of Directors' resolution. The deviations from the average closing prices were -1.77% versus ¥508 for one month, -4.59% versus ¥523 for three months and -5.85% versus ¥530 for six months. |
| Transfer restriction period | From 17 September 2026 to 1 December 2027 (14 months) |
| Conditions for lifting transfer restrictions | The restrictions will be fully lifted upon expiration of the restricted period, provided that the eligible employee has remained a member of the Employees' Stock Ownership Plan throughout the restricted period. If the employee leaves the plan upon reaching the mandatory retirement age or for another valid reason, the restrictions will be lifted on the date the withdrawal application is accepted for the number of shares corresponding to the employee's months of service. In the event of a reorganization or similar transaction, the restrictions will be lifted subject to the prescribed conditions. |
| Reason for acquisition without consideration | If an eligible employee engages in a violation of laws or regulations during the restricted period or otherwise meets certain conditions specified in the allotment agreement. This also applies if any shares remain subject to restrictions when the restricted period expires or when the restrictions are lifted upon withdrawal from the plan. |
| Categories and Number of Persons Covered | Manager/Office Manager positions: up to 50 people, 30,050 shares; Store Manager/Assistant Office Manager positions: up to 191 people, 76,400 shares; SV/Assistant Store Manager positions: up to 13 people, 2,600 shares; Leader positions: up to 155 people, 15,500 shares. Total: up to 409 people, 124,550 shares. |
| Total Stock-Based Compensation | Amount of monetary receivables to be paid as the special incentive payment: Not disclosed. Total disposal amount: up to ¥62,150,450. |
| Procedures under the Corporate Code of Conduct | Because the dilution ratio is less than 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 under the Code of Corporate Conduct. All 3 Audit & Supervisory Board members, including 2 outside members, 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 specific amount of the impact on financial results from this disposal of treasury shares is Not disclosed. The Company expects the plan to contribute to sustained improvement in 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 benefits provided to eligible employees, support their asset formation, provide incentives to promote sustained improvement in corporate value and advance value sharing between eligible employees and shareholders.
How to read this page
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