NGK Insulators to boost employee ownership with restricted stock plan

NGK Insulators, Ltd. resolved on November 25, 2025, to introduce an Employee Shareholding Association – Restricted Stock (ESA-RS) Incentive Plan. The company will dispose of 62,800 shares of its common stock as restricted stock to the NGK Insulators, Ltd. Employee Shareholding Association (ESA).

The disposal, valued at 185,354,200 yen at 2,951.5 yen per share, aims to promote employee welfare, enhance shareholder value alignment, and incentivize continuous improvement in corporate value. The transaction will occur via a third-party allotment to the ESA on January 28, 2026.

The plan targets a maximum of 465 key personnel, specifically heads of division, granting monetary claims as a "Special Incentive" to eligible employees. These employees then contribute these claims to the ESA, which uses the in-kind contributions to acquire common stock as restricted stock. A transfer restriction period is in place from January 28, 2026, until each eligible employee’s retirement, with specific conditions for lifting restrictions and provisions for termination of ESA membership or instances of regulatory violations.

The disposal price was set based on the closing price of NGK's common stock on the Tokyo Stock Exchange Prime Market on November 21, 2025, which was 2,951.5 yen. This price was deemed rational and not unduly advantageous, representing deviations of 4.70%, 14.62%, and 32.59% from the average closing prices over the one, three, and six months preceding the resolution date, respectively. All four audit and supervisory board members confirmed the legitimacy of the disposal price. The dilution rate is minor at 0.02%.