April 17, 2026
To whom it may concern,
Company Name: | HORIBA, Ltd. |
Representative: | Masayuki Adachi, President |
(Securities code: 6856, Prime of Tokyo Stock Exchange) | |
Contact: | Aiji Horii, Department Manager of Administration Department |
Telephone Number: | (81)75-313-8121 |
Notice regarding disposal of treasury stock
as a post-vesting restricted stock unit (RSU) grant system
We would like to announce that at the Board of Directors meeting held on April 17, 2026 (hereinafter referred to as the "Board of Directors"), the Company resolved, as described below, to dispose of treasury stock by delivering them to the Company’s Corporate Officers (Executive Officers) and the Corporate Officers (Executive Officers) of the Company’s domestic subsidiaries under the Company’s post-delivery-type restricted stock unit plan for the Company's directors (excluding non-executive directors), corporate officers (executive officers), and corporate officers (executive officers) of the Company's domestic subsidiaries.
Notes
Summary of the Disposal
(1) Date of disposal
June 15, 2026
(2) Type and number of
shares to be disposed of
7,356 common shares of the Company
(3) Disposal price
21,380 JPY per share
(4) Total amount
disposed of
157,271,280 JPY
(5) Recipients of the transfer, their numbers
and number of shares
Our corporate officers (executive officers): 5 people 5,965 shares Corporate officers (executive officers) of domestic subsidiaries of the Company:
2 people 1,391 shares
(6) Other
With respect to the Treasury Share Disposal, since it constitutes an overseas offering
outside Japan to fewer than 50 offerees, an extraordinary report pursuant to the Financial Instruments and Exchange Act. have been submitted.
Purpose and reasons for the disposition
At the Board of Directors meeting held on February 14, 2022, the Company introduced the Plan to provide an incentive for sustainable improvement of the medium- to long-term corporate value of the Company and its subsidiaries (collectively, the "Company Group") by issuing the Company's common shares (hereinafter referred to as "Company Shares") to the Company's directors (excluding non-executive directors), corporate officers (executive officers), and corporate officers (executive officers) of the Company's domestic subsidiaries (hereinafter referred to as the "Eligible Persons for the Plan"), as well as to further share value with shareholders.
The Disposal of Treasury Stock will involve the allotment of Company shares to the Company’s Corporate Officers (Executive Officers) and the Corporate Officers (Executive Officers) of the Company’s domestic subsidiaries eligible for the Scheme pursuant to the Scheme through the disposal of treasury stock. The outline of the Scheme is as follows:
How this system works
The Company will grant the Eligible Parties rights to receive the Company's shares ("RSUs") to deliver the Company's shares after the completion of the applicable service period. The Eligible Parties will receive a predetermined number of the Company's shares after the completion of each service period, provided that the Eligible Parties hold the position of director or corporate officer of the Company's group for a three-year service period ("Service Period") as determined by the Company's Board of Directors.
When granting RSUs, the Company will determine the number of Company shares to be delivered to each Eligible Person (the "Base Number of Delivered Shares") based on the purpose of the Plan, the Eligible Person's position, and other factors.
After the service period ends, the Company will hold a board of directors’ resolution to decide on the issuance of new shares or the disposal of treasury stock (hereinafter referred to as the "Board of Directors Resolution to Issue"), and based on that board of directors’ resolution, the Company will issue new shares or dispose of treasury stock by having all monetary claims provided by the Company or its subsidiaries contributed in kind to the Company's final number of shares to be issued (hereinafter referred to as the "Final Number of Shares to be Issued"), which is calculated by multiplying the base number of shares to be issued by the Directors by the term of office ratio during the service period.
If an Eligible Person resigns from his/her position for a valid reason
When an Eligible Person resigns from his/her position as a director or corporate officer of the Group for a valid reason (excluding death), he/she will have the right to be delivered the final number of Company shares in proportion to the term of office during the relevant service period. However, if an Eligible Person dies before receiving the issuance of the Company's shares under
the Scheme, the Group will pay to the successor determined by the Company's Board of Directors an amount of money calculated by multiplying the final number of shares to be delivered by the market value of the Company's shares as determined by the Company's Board of Directors.
Reasons for loss of right to receive shares or money under the Plan
If an Eligible Person in the Scheme commits certain violations or resigns for certain reasons as determined by the Company's Board of Directors, he/she will lose the right to receive the shares or money issued under the Scheme.
Adjustments through share consolidation, division, etc.
If the total number of issued shares of the Company increases or decreases due to a share consolidation or share split (including a free allotment of shares; the same applies below) prior to the issuance of shares or payment of money under the Plan, the number of shares for the calculation of the Plan will be adjusted by multiplying it by the consolidation or split ratio.
Basis for calculation of payment amount and its specific details
The Disposal of Treasury Stock will be made using the monetary claims provided to the Eligible Persons as contributed assets, and the payment amount will be set at 21,380 yen, which is the closing price of the Company's common stock on the Tokyo Stock Exchange on April 16, 2026 (the business day before the date of the Board of Directors' resolution), in order to eliminate arbitrariness. This is the market share price immediately before the date of the Board of Directors' resolution, and in the absence of any special circumstances that prevent reliance on the most recent share price, we believe that this is a reasonable price that reflects the Company's corporate value and is not particularly advantageous to the Eligible Executive Officers.
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