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Share Issuance and Disposal219AHeartseed Inc.Pharmaceuticals

Notice Regarding the Grant of Post-Delivery Restricted Stock Units (RSUs)

The Company has decided to grant RSUs to 3 directors, subject to the future delivery of shares. The shares will be delivered through the issuance of new shares, with a maximum of 6,649 shares planned.

Worth reading
45Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Neutral
Direction inferred from the company’s description.
Scale
6649
Shares
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Issuance of new shares pursuant to post-delivery Restricted Stock Units (RSUs)

Who receives how much6,649Shares

6,649 common shares (maximum number contemplated)

3 directors of the Company (excluding outside directors and part-time directors)

The lower thin line represents the existing number of shares to which these shares will be added.

¥1,923 per share
Total issue value

¥12,787,000

Total Stock-Based Compensation
Monetary compensation claims of up to ¥300 million per year
Conditions on transfer restrictions

Restricted stock is stock awarded as compensation that cannot be sold during a specified period, with the restrictions lifted once the applicable conditions are met.

Transfer restriction period
A period of at least 3 fiscal years determined by the Board of Directors as the service provision period
Conditions for lifting transfer restrictions
The eligible director must continuously provide services as an eligible director throughout the prespecified service provision period. Following the end of the service provision period, shares or cash in lieu thereof will be delivered according to the number of vested units.
Reason for acquisition without consideration
If an eligible director is sentenced to imprisonment or a more severe penalty during the service provision period, becomes subject to a petition for the commencement of bankruptcy or civil rehabilitation proceedings, or falls under certain other specified circumstances, the right to receive an allocation of shares will lapse.
Categories and Number of Persons Covered
3 directors of the Company; a maximum of 6,649 common shares (excluding outside directors and part-time directors)
Basis for determining the amount to be paid
Calculated based on the closing price of the Company's common shares on the Tokyo Stock Exchange on the business day preceding the date of the grant resolution (15 April 2026). The discount rate and premium rate are not disclosed.
Procedures under the Corporate Code of Conduct
At the 10th Annual General Meeting of Shareholders held on 27 March 2026, approval was obtained for monetary compensation claims of up to ¥300 million per year and up to 150,000 common shares per year under this plan.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of new shares pursuant to post-delivery Restricted Stock Units (RSUs)
Number of shares to be issued or disposed of6,649 common shares (maximum number contemplated)
Issue price and disposal price¥1,923 per share
Total issue value¥12,787,000
Intended allottee3 directors of the Company (excluding outside directors and part-time directors)
Basis for determining the amount to be paidCalculated based on the closing price of the Company's common shares on the Tokyo Stock Exchange on the business day preceding the date of the grant resolution (15 April 2026). The discount rate and premium rate are not disclosed.
Transfer restriction periodA period of at least 3 fiscal years determined by the Board of Directors as the service provision period
Conditions for lifting transfer restrictionsThe eligible director must continuously provide services as an eligible director throughout the prespecified service provision period. Following the end of the service provision period, shares or cash in lieu thereof will be delivered according to the number of vested units.
Reason for acquisition without considerationIf an eligible director is sentenced to imprisonment or a more severe penalty during the service provision period, becomes subject to a petition for the commencement of bankruptcy or civil rehabilitation proceedings, or falls under certain other specified circumstances, the right to receive an allocation of shares will lapse.
Categories and Number of Persons Covered3 directors of the Company; a maximum of 6,649 common shares (excluding outside directors and part-time directors)
Total Stock-Based CompensationMonetary compensation claims of up to ¥300 million per year
Procedures under the Corporate Code of ConductAt the 10th Annual General Meeting of Shareholders held on 27 March 2026, approval was obtained for monetary compensation claims of up to ¥300 million per year and up to 150,000 common shares per year under this plan.
Items this document does not state (16)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsPayment dateIntended allottee's holding policyDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioMost recent equity financingMajor shareholders after the offeringImpact on Business Performance

These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

To provide the eligible directors with incentives to achieve sustained growth in corporate value and to further align their interests with those of shareholders.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding the Grant of Post-Delivery Restricted Stock Units (RSUs) | Heartseed Inc. (219A) timely disclosure | Komori