Worth reading
54Recurring
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
106134
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 much106,134Shares
106,134 common shares of the Company (maximum number; the actual number of shares to be disposed of will be finalized based on the number of eligible employees)
YAMADA HOLDINGS CO., LTD. Employee Stock Ownership Association: 106,134 shares (maximum number)
The lower thin line represents the existing number of shares to which these shares will be added.
¥661.5 per share
Total issue value
¥70,207,641 (total disposal amount based on the maximum number of shares)
Amount of funds to be raised
Total payment amount of ¥70,207,641 (based on the maximum number of shares). Estimated net proceeds after expenses: not disclosed
Total Stock-Based Compensation
Monetary claim of ¥175,959 per person
発行済株式総数
0.01% of total shares issued and 0.02% 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 18 September 2026 to 2 June 2030
Conditions for lifting transfer restrictions
All transfer restrictions will be lifted upon expiration of the transfer restriction period, provided that the eligible employee has remained a member of the employee stock ownership association throughout the transfer restriction period. If the employee withdraws from the association due to reaching retirement age or for another legitimate reason, the restrictions will be lifted on the date the withdrawal application is accepted or another applicable date.
Reason for acquisition without consideration
If, during the transfer restriction period, the eligible employee engages in conduct violating laws or regulations or otherwise falls under any of the grounds stipulated in the allotment agreement. The Company will also acquire the shares without consideration if the transfer restrictions are not lifted when the transfer restriction period expires or when the restrictions are lifted due to withdrawal from the association.
Categories and Number of Persons Covered
Up to 399 employees of the Company and its subsidiaries; 266 shares per person
Intended allottee's holding policy
During the transfer restriction period, transfers, the creation of security interests and other dispositions will be prohibited, and the shares will be managed in a dedicated account. The treatment of cases including an eligible employee's withdrawal from the employee stock ownership association is stipulated.
Payment date
18 September 2026
Basis for determining the amount to be paid
The closing price of ¥661.5 on the Prime Market of the Tokyo Stock Exchange on 25 June 2026, the business day preceding the date of the Board of Directors' resolution. This represents a deviation (premium) of 1.77% from the one-month average closing price of ¥650, 12.88% from the three-month average of ¥586, and 16.67% from the six-month average of ¥567.
Procedures under the Corporate Code of Conduct
As 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. The Audit & Supervisory Committee 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 by third-party allotment (restricted stock incentives for the employee stock ownership plan) |
| Number of shares to be issued or disposed of | 106,134 common shares of the Company (maximum number; the actual number of shares to be disposed of will be finalized based on the number of eligible employees) |
| Issue price and disposal price | ¥661.5 per share |
| Total issue value | ¥70,207,641 (total disposal amount based on the maximum number of shares) |
| Amount of funds to be raised | Total payment amount of ¥70,207,641 (based on the maximum number of shares). Estimated net proceeds after expenses: not disclosed |
| Payment date | 18 September 2026 |
| Intended allottee | YAMADA HOLDINGS CO., LTD. Employee Stock Ownership Association: 106,134 shares (maximum number) |
| Intended allottee's holding policy | During the transfer restriction period, transfers, the creation of security interests and other dispositions will be prohibited, and the shares will be managed in a dedicated account. The treatment of cases including an eligible employee's withdrawal from the employee stock ownership association is stipulated. |
| Dilution Rate | 0.01% of total shares issued and 0.02% of total voting rights |
| Total number of issued shares | 966,863,199 shares → Not disclosed |
| Basis for determining the amount to be paid | The closing price of ¥661.5 on the Prime Market of the Tokyo Stock Exchange on 25 June 2026, the business day preceding the date of the Board of Directors' resolution. This represents a deviation (premium) of 1.77% from the one-month average closing price of ¥650, 12.88% from the three-month average of ¥586, and 16.67% from the six-month average of ¥567. |
| Transfer restriction period | From 18 September 2026 to 2 June 2030 |
| Conditions for lifting transfer restrictions | All transfer restrictions will be lifted upon expiration of the transfer restriction period, provided that the eligible employee has remained a member of the employee stock ownership association throughout the transfer restriction period. If the employee withdraws from the association due to reaching retirement age or for another legitimate reason, the restrictions will be lifted on the date the withdrawal application is accepted or another applicable date. |
| Reason for acquisition without consideration | If, during the transfer restriction period, the eligible employee engages in conduct violating laws or regulations or otherwise falls under any of the grounds stipulated in the allotment agreement. The Company will also acquire the shares without consideration if the transfer restrictions are not lifted when the transfer restriction period expires or when the restrictions are lifted due to withdrawal from the association. |
| Categories and Number of Persons Covered | Up to 399 employees of the Company and its subsidiaries; 266 shares per person |
| Total Stock-Based Compensation | Monetary claim of ¥175,959 per person |
| Procedures under the Corporate Code of Conduct | As 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. The Audit & Supervisory Committee 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 support the welfare and asset building of eligible employees, provide incentives toward achieving the Company's medium-term management plan and sustainably increasing corporate value, and promote the sharing of value with 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.
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