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Share Issuance and Disposal3222United Super Markets Holdings Inc.Retail

Issuance (Allocation) of Stock Options (Share-Based Compensation-Type Stock Acquisition Rights)

The Company has decided to issue 225 stock acquisition rights to directors and executive officers as equity compensation stock options. Each stock acquisition right entitles the holder to acquire 100 common shares at ¥1 per share.

Worth reading
54Recurring
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
22500
Shares (225 stock acquisition rights × 100 shares)
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance (Allocation) of Equity Compensation Stock Options (Stock Acquisition Rights)

発行・処分する株式数

22,500 common shares (225 stock acquisition rights, 100 shares per right)

Intended allottee
Category Directors of the Company, excluding outside directors and part-time directors / Number of Employees 2 / Number of stock acquisition rights 36 stock acquisition rights, Category Directors of the Company's wholly owned subsidiary, excluding outside directors and part-time directors / Number of Employees 12 / Number of stock acquisition rights 114 stock acquisition rights, Category Executive officers of the Company / Number of Employees 5 / Number of stock acquisition rights 75 stock acquisition rights
The payment amount per stock acquisition right will be the per-share option price calculated using the Black-Scholes model on the allocation date, multiplied by the number of shares underlying each right.
Amount of funds to be raised

The Company will receive no funds. The rights will be granted by offsetting monetary compensation receivables equivalent to the payment amount for the stock acquisition rights against the payment obligation.

Total Stock-Based Compensation
Monetary compensation equivalent to the payment amount for the stock acquisition rights. The specific amount is Not disclosed.
Terms of the stock acquisition rights
Exercise price
¥1 per share. In the event of a share split or consolidation of shares, the exercise price will be adjusted in accordance with the applicable ratio. The floor is Not disclosed.
Exercise period
Start Date 19 June 2026 / End date 18 June 2056
Number of Stock Acquisition Rights
Total number issued 225 / Number of unexercised units Not disclosed
Reason for acquisition without consideration
The rights remain unexercised after the exercise period has expired., The holder of the stock acquisition rights gives written notice of waiving all or part of the rights.
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.

Conditions for lifting transfer restrictions
The rights may not be exercised while the holder remains in office or employment. They may be exercised in a lump sum only during the period from the day following the date on which the holder loses all positions as a director, corporate auditor, executive officer or employee of the Company or its consolidated subsidiaries until 10 days have elapsed.
Categories and Number of Persons Covered
Category Directors of the Company, excluding outside directors and part-time directors / Number of Employees 2 / Number of allocated shares 3,600 shares, Category Directors of the Company's wholly owned subsidiary, excluding outside directors and part-time directors / Number of Employees 12 / Number of allocated shares 11,400 shares, Category Executive officers of the Company / Number of Employees 5 / Number of allocated shares 7,500 shares
Intended allottee's holding policy
The holders of the stock acquisition rights and their successors may not transfer the stock acquisition rights or pledge them as collateral.
Payment date
19 June 2026 (the monetary compensation receivables will be offset against the payment obligation in lieu of payment)
Basis for determining the amount to be paid
The per-share option price calculated using the Black-Scholes model on the allocation date of the stock acquisition rights will be used as the basis. The closing price, average share price, discount rate and premium rate are Not disclosed.
Procedures under the Corporate Code of Conduct
On 22 May 2026, the Company obtained written opinions from 1 outside corporate auditor and 3 outside directors who are independent of the controlling shareholder, stating that the transaction is not disadvantageous to minority shareholders. The Representative Director and President did not participate in the deliberations or resolution of the Board of Directors to avoid conflicts of interest. The Company commissioned an independent third-party valuation institution to calculate the fair value of the stock acquisition rights and obtained the estimated valuation results on 8 May 2026.
Impact on Business Performance
The impact of the issuance of these stock acquisition rights on business performance is Not disclosed.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance (Allocation) of Equity Compensation Stock Options (Stock Acquisition Rights)
Number of shares to be issued or disposed of22,500 common shares (225 stock acquisition rights, 100 shares per right)
Issue price and disposal priceThe payment amount per stock acquisition right will be the per-share option price calculated using the Black-Scholes model on the allocation date, multiplied by the number of shares underlying each right.
Amount of funds to be raisedThe Company will receive no funds. The rights will be granted by offsetting monetary compensation receivables equivalent to the payment amount for the stock acquisition rights against the payment obligation.
Payment date19 June 2026 (the monetary compensation receivables will be offset against the payment obligation in lieu of payment)
Intended allotteeCategory Directors of the Company, excluding outside directors and part-time directors / Number of Employees 2 / Number of stock acquisition rights 36 stock acquisition rights, Category Directors of the Company's wholly owned subsidiary, excluding outside directors and part-time directors / Number of Employees 12 / Number of stock acquisition rights 114 stock acquisition rights, Category Executive officers of the Company / Number of Employees 5 / Number of stock acquisition rights 75 stock acquisition rights
Intended allottee's holding policyThe holders of the stock acquisition rights and their successors may not transfer the stock acquisition rights or pledge them as collateral.
Basis for determining the amount to be paidThe per-share option price calculated using the Black-Scholes model on the allocation date of the stock acquisition rights will be used as the basis. The closing price, average share price, discount rate and premium rate are Not disclosed.
Exercise price¥1 per share. In the event of a share split or consolidation of shares, the exercise price will be adjusted in accordance with the applicable ratio. The floor is Not disclosed.
Exercise periodStart Date 19 June 2026 / End date 18 June 2056
Number of Stock Acquisition RightsTotal number issued 225 / Number of unexercised units Not disclosed
Conditions for lifting transfer restrictionsThe rights may not be exercised while the holder remains in office or employment. They may be exercised in a lump sum only during the period from the day following the date on which the holder loses all positions as a director, corporate auditor, executive officer or employee of the Company or its consolidated subsidiaries until 10 days have elapsed.
Reason for acquisition without considerationThe rights remain unexercised after the exercise period has expired., The holder of the stock acquisition rights gives written notice of waiving all or part of the rights.
Categories and Number of Persons CoveredCategory Directors of the Company, excluding outside directors and part-time directors / Number of Employees 2 / Number of allocated shares 3,600 shares, Category Directors of the Company's wholly owned subsidiary, excluding outside directors and part-time directors / Number of Employees 12 / Number of allocated shares 11,400 shares, Category Executive officers of the Company / Number of Employees 5 / Number of allocated shares 7,500 shares
Total Stock-Based CompensationMonetary compensation equivalent to the payment amount for the stock acquisition rights. The specific amount is Not disclosed.
Procedures under the Corporate Code of ConductOn 22 May 2026, the Company obtained written opinions from 1 outside corporate auditor and 3 outside directors who are independent of the controlling shareholder, stating that the transaction is not disadvantageous to minority shareholders. The Representative Director and President did not participate in the deliberations or resolution of the Board of Directors to avoid conflicts of interest. The Company commissioned an independent third-party valuation institution to calculate the fair value of the stock acquisition rights and obtained the estimated valuation results on 8 May 2026.
Impact on Business PerformanceThe impact of the issuance of these stock acquisition rights on business performance is Not disclosed.
Items this document does not state (11)
Total issue valueEstimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesTransfer restriction periodUnderwriter / lead underwriterOverallotmentStock Split RatioMost recent equity financingMajor shareholders after the offering

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 strengthen the linkage between the compensation of the eligible directors and others and the share price, and to heighten awareness of improving medium- to long-term business performance and corporate value by sharing with shareholders the benefits of a rising share price and the risks of a decline.

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Issuance (Allocation) of Stock Options (Share-Based Compensation-Type Stock Acquisition Rights) | United Super Markets Holdings Inc. (3222) timely disclosure | Komori