Issue and repurchase of Class C shares under incentive program in ITAB

ITAB's board has authorized a directed cash issue and immediate repurchase of 611,000 Class C shares (increasing share capital by ~SEK 258,157.86) via Danske Bank to facilitate delivery of ordinary shares to participants in its LTIP 2025 incentive program; following the transaction the company will hold 2,956,015 Class C shares in total. The Class C shares carry no dividend rights and one-tenth of a vote each and are intended to be converted into ordinary shares for employee awards, an administrative step that enables the long-term incentive rollout but could result in future shareholder dilution when conversions occur. The announcement was made 16 December 2025; ITAB is listed on Nasdaq Stockholm and reported approx. SEK 13bn in annual sales.

Analysis

The Board of ITAB Shop Concept AB resolved on 16 December 2025 to issue and immediately repurchase 611,000 Class C shares, increasing share capital by approximately SEK 258,157.86 via a directed cash issue to Danske Bank and immediate buyback at quota value, under authorisation from the Annual General Meeting on 7 May 2025. The stated purpose is administrative: ITAB will convert Class C shares into ordinary shares to deliver awards under LTIP 2025, enabling employee participation without current distribution to third parties.

ITAB held 2,345,015 Class C shares before the transaction and will hold 2,956,015 afterward; Class C shares carry no dividend rights and 1/10 of a vote each. The implied quota value is roughly SEK 0.42 per share, indicating the measure is nominal in capital terms and has minimal immediate cash or dividend impact. Immediate repurchase centralises control of these Class C shares within the company until conversions occur.

Investor-relevant implications are potential dilution to ordinary share count, earnings per share and voting power when conversions occur, and the timing and conversion mechanics of LTIP 2025. Market sentiment signals this is neutral near-term, so primary downside risk is contingent on future disclosures about conversion timing, quantities converted and any subsequent ordinary-share issuances.

Key Decisions for Investors

• Monitor ITAB disclosures for the LTIP 2025 conversion schedule and exact conversion mechanics, as conversions will increase ordinary share count and can dilute EPS and votes
• Model dilution scenarios assuming conversion of up to 2,956,015 Class C shares to quantify potential impact on EPS and shareholder voting percentages
• Treat the transaction as administratively neutral in the near term given the small implied quota value and immediate repurchase, and avoid reactive trading unless management announces specific conversion issuances
• Review governance implications since ITAB holds all Class C shares with 1/10 voting rights and consider engagement or position adjustment if future conversions materially alter control or capital structure