Komori
Share Issuance and Disposal9962MISUMI Group Inc.Trading & Wholesale

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

The Company resolved to dispose of 82,800 treasury shares to 5 directors as restricted stock compensation. The disposal price is ¥3,773.0 per share, and the disposal will be made through an in-kind contribution of monetary compensation claims.

Worth reading
47Recurring
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
82800
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Disposal of treasury shares as restricted stock compensation

Who receives how much82,800Shares

82,800 common shares of the Company (treasury shares)

5 directors of the Company, excluding outside directors82,800 shares

The lower thin line represents the existing number of shares to which these shares will be added.

¥3,773.0 per share
Total issue value

¥312,404,400

Amount of funds to be raised
Total payment amount: ¥312,404,400; estimated net proceeds: not disclosed
Total Stock-Based Compensation
Up to ¥850 million per year (compensation limit)
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 10 July 2026 until the date on which the recipient ceases to hold any position as an officer or employee of the Company, any of its subsidiaries or affiliates
Conditions for lifting transfer restrictions
All restrictions will be lifted upon expiration of the transfer restriction period. If a recipient ceases to hold any position as an officer or employee of the Company, any of its subsidiaries or affiliates before 30 June 2027 for a reason other than death, expiration of the term of office, mandatory retirement or another legitimate reason, the restrictions will not be lifted and the shares will be acquired by the Company without consideration. In the event of serious misconduct, a violation or other similar conduct, the compensation may be forfeited or repayment may be demanded.
Reason for acquisition without consideration
If a recipient director ceases to hold any position as an officer or employee of the Company, any of its subsidiaries or affiliates before 30 June 2027 for a reason other than death, expiration of the term of office, mandatory retirement or another legitimate reason. Also, in connection with a corporate reorganization or similar transaction, if the transfer restrictions remain in place after the restrictions would otherwise be lifted.
Categories and Number of Persons Covered
5 directors of the Company (excluding outside directors), 82,800 shares
Intended allottee's holding policy
To promote the sharing of value with shareholders through long-term shareholding. During the transfer restriction period, the shares may not be transferred to any third party or otherwise disposed of in any way.
Payment date
10 July 2026
Basis for determining the amount to be paid
The closing price of the Company’s common shares on the Tokyo Stock Exchange Prime Market on 24 June 2026, the business day preceding the date of the Board of Directors’ resolution, was ¥3,773.0. No discount or premium rate was stated.
Procedures under the Corporate Code of Conduct
At the 61st Annual General Meeting of Shareholders held on 15 June 2023, it was resolved that total compensation would be capped at ¥850 million per year and the total number of shares disposed of would be capped at 500,000 shares.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalDisposal of treasury shares as restricted stock compensation
Number of shares to be issued or disposed of82,800 common shares of the Company (treasury shares)
Issue price and disposal price¥3,773.0 per share
Total issue value¥312,404,400
Amount of funds to be raisedTotal payment amount: ¥312,404,400; estimated net proceeds: not disclosed
Payment date10 July 2026
Intended allotteeName 5 directors of the Company, excluding outside directors / Number of Shares 82,800 shares
Intended allottee's holding policyTo promote the sharing of value with shareholders through long-term shareholding. During the transfer restriction period, the shares may not be transferred to any third party or otherwise disposed of in any way.
Basis for determining the amount to be paidThe closing price of the Company’s common shares on the Tokyo Stock Exchange Prime Market on 24 June 2026, the business day preceding the date of the Board of Directors’ resolution, was ¥3,773.0. No discount or premium rate was stated.
Transfer restriction periodFrom 10 July 2026 until the date on which the recipient ceases to hold any position as an officer or employee of the Company, any of its subsidiaries or affiliates
Conditions for lifting transfer restrictionsAll restrictions will be lifted upon expiration of the transfer restriction period. If a recipient ceases to hold any position as an officer or employee of the Company, any of its subsidiaries or affiliates before 30 June 2027 for a reason other than death, expiration of the term of office, mandatory retirement or another legitimate reason, the restrictions will not be lifted and the shares will be acquired by the Company without consideration. In the event of serious misconduct, a violation or other similar conduct, the compensation may be forfeited or repayment may be demanded.
Reason for acquisition without considerationIf a recipient director ceases to hold any position as an officer or employee of the Company, any of its subsidiaries or affiliates before 30 June 2027 for a reason other than death, expiration of the term of office, mandatory retirement or another legitimate reason. Also, in connection with a corporate reorganization or similar transaction, if the transfer restrictions remain in place after the restrictions would otherwise be lifted.
Categories and Number of Persons Covered5 directors of the Company (excluding outside directors), 82,800 shares
Total Stock-Based CompensationUp to ¥850 million per year (compensation limit)
Procedures under the Corporate Code of ConductAt the 61st Annual General Meeting of Shareholders held on 15 June 2023, it was resolved that total compensation would be capped at ¥850 million per year and the total number of shares disposed of would be capped at 500,000 shares.
Items this document does not state (13)
Estimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock 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 increase directors’ motivation to contribute to improving the Company’s medium- to long-term performance and corporate value, and to promote the sharing of value with shareholders through long-term shareholding.

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.
Notice Regarding the Disposal of Treasury Shares as Restricted Stock-Based Compensation for Directors | MISUMI Group Inc. (9962) timely disclosure | Komori