Source disclosure: January 30, 2026
NAKAYAMAFUKU CO.,LTD. [7442.T]
TOKYO, Jan 30 (Pulse News Wire) – Nakayamafuku CO.,LTD. (7442.T) announced today that its board of directors held, resolved to sell ordinary shares worth ¥479 per share through a private placement to a third party.
The sale, scheduled for February 16, 2026, involves transferring 186,720 shares to Nomura Trust Bank Corporation (Trust E Account). This transaction is part of the company's ongoing equity-based compensation plan, known as Board Benefit Trust (BBT), aimed at rewarding executives based on performance. The purpose of this share issuance is to ensure sufficient stock availability for future payouts under the scheme. The number of shares to be sold corresponds to the anticipated distribution to directors over three fiscal years ending March 31, 2028, representing approximately 0.92% percent of the total outstanding shares as of September 30, 2025.
The selling price was determined based on the closing price of the company’s shares on the Tokyo Stock Exchange on the day preceding the board resolution, which was set at ¥479. Additionally, the price reflects averages of recent monthly closing prices adjusted accordingly. Independent auditors confirmed that the pricing does not favor any particular group excessively. Nakayamafuku believes this move aligns with the initial objectives outlined in previous announcements made on May 14, 2019, and July 31, 2019, concerning the introduction of the equity-based compensation system.
The decision adheres to regulatory requirements without necessitating additional shareholder approval due to the limited dilution impact and lack of significant changes in controlling shareholders.
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