Yamada Holdings boosts employee incentive plan with restricted stock disposal

Yamada Holdings Co., Ltd. announced a resolution by its Board of Directors to dispose of 5,451,000 shares of its common stock as restricted share compensation for the Yamada Holdings Group Employee Shareholding Association (ESA). This initiative, effective March 25, 2026, is part of a new restricted stock incentive plan designed to enhance employee welfare, facilitate asset building, and align employee incentives with the company's medium-term management goals and sustainable corporate value. The disposal price is 465.5 yen per share, totaling 2,537,440,500 yen.

The plan involves granting monetary compensation claims as special incentives, which eligible employees will contribute to the ESA. The ESA will then use these contributions to acquire the restricted shares from Yamada Holdings. Each eligible employee will receive 300 shares, with a corresponding monetary compensation claim of 139,650 yen. The shares will be subject to transfer restrictions from March 25, 2026, to June 2, 2030, which will be lifted upon continuous membership in the ESA throughout the period.

The Audit and Supervisory Committee, including three independent directors, has affirmed that the disposal price is fair and not particularly advantageous to the allottees, given it matches the closing price of the company’s common stock on the Tokyo Stock Exchange Prime Market on November 14, 2025. The dilution effect of this disposal is 0.56% of issued shares and 0.81% of voting rights, which is deemed minimal.