Yonezawa Takefumi 4

What Happened

• Takefumi Yonezawa, Head of Research & Consulting Unit and Group Chief Sustainability Officer, recorded the conversion/exercise of phantom stock units and a large cash settlement to the issuer on July 1, 2026. The filing shows a disposition to the issuer of 1,228 shares for a total of $72,624,878. The report also records conversions/exercises of phantom stock units (3,069 units recorded as acquired; 1,475 and 1,594 units recorded as derivative dispositions) at a $0 exercise price because these were phantom stock units (see footnotes).

Key Details

• Transaction date: July 1, 2026. Form filed: July 6, 2026 (filed 5 days after the transactions; Form 4 is normally due within 2 business days).
• Principal cash disposition: 1,228 shares disposed to the issuer for a reported total of $72,624,878 (filing shows price per share $59,140.78).
• Footnote (F1/F2): These were phantom stock units (contingent rights to receive shares) and the portion sold was vested and settled in cash. Footnote F2 says the cash settlement value was calculated from JPY at a conversion rate of JPY1 = USD 0.006163328 and the units were disposed at JPY 7,814 per unit.
• Additional entries: 3,069 phantom units recorded as exercised/converted (acquired at $0) and 1,475 and 1,594 units recorded as exercised/converted (disposed at $0) — these reflect derivative/phantom unit activity rather than an open-market trade.
• Shares owned after the transactions: not specified in the filing.
• Vesting notes: some phantom units vest in three equal installments beginning July 1, 2026 (F4) and others began vesting July 1, 2025 (F5). F3 references ESOP account holdings as of May 31, 2026.

Context

• These transactions were cash settlements of phantom stock units with the issuer, not open‑market sales to third parties. Phantom units commonly settle in cash or stock at the company's election (F1); the filing shows this portion was settled in cash (F2).
• Such cash settlements are typically administrative/compensation events rather than direct market purchases or discretionary sales; they don’t necessarily signal the insider’s view of the company’s stock. The filing appears to have been submitted after the usual 2‑business‑day window, which can reduce the timeliness of the disclosure for investors.