Komori
Share Issuance and Disposal3762TECHMATRIX CORPORATIONInformation and Communications, Services and Others

Notice Regarding the Issuance of Stock Options as Share-Based Compensation for Directors

The Company has decided to issue 85 stock acquisition rights as stock compensation-type stock options to 4 full-time directors, excluding directors who are Audit and Supervisory Committee members. Each stock acquisition right will cover 100 common shares, with an exercise price of ¥1 per share.

Worth reading
50Recurring
Scored from 4 of 5 sections
Direction
Neutral
Direction inferred from the company’s description.
Scale
85
Stock Acquisition Rights
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of stock acquisition rights as stock-based stock options for Directors

発行・処分する株式数

8,500 common shares (85 stock acquisition rights, 100 shares per right)

Intended allottee
Category The Company's full-time directors, excluding directors who are Audit and Supervisory Committee members / Number of Employees 4 / Number of stock acquisition rights 85 share acquisition rights
The payment amount for the stock acquisition rights will be their fair value calculated using the Black-Scholes model on the allotment date. The exercise price will be ¥1 per share.
Total Stock-Based Compensation

Monetary compensation equivalent to the total payment amount for the stock acquisition rights. The amount is Not disclosed

Terms of the stock acquisition rights
Exercise price
The initial exercise price is ¥1 per share. The adjustment provisions are Not disclosed
Exercise period
Start Date 4 August 2026 / End date 3 August 2056
Number of Stock Acquisition Rights
Total number issued 85 share acquisition rights / Number of unexercised units Not disclosed
Reason for acquisition without consideration
If the rights become non-exercisable before exercise under the exercise conditions or the stock acquisition rights allotment agreement. The Company may also acquire any stock acquisition rights that have not been exercised as of the date on which a proposal concerning a corporate reorganization is approved.
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 be exercised in a lump sum only during the period from the day after the date on which the holder loses the position of full-time director, excluding a director who is an Audit and Supervisory Committee member, through the date on which 10 days have elapsed.
Categories and Number of Persons Covered
4 full-time directors of the Company, excluding directors who are Audit and Supervisory Committee members; 85 stock acquisition rights
Basis for determining the amount to be paid
The fair value calculated using the Black-Scholes model on the allotment date of the stock acquisition rights. The periods used for the closing price and average share price, and the discount and premium rates, are not disclosed.
Procedures under the Corporate Code of Conduct
The Board of Directors decided the offering terms pursuant to Articles 236, 238 and 240 of the Companies Act.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of stock acquisition rights as stock-based stock options for Directors
Number of shares to be issued or disposed of8,500 common shares (85 stock acquisition rights, 100 shares per right)
Issue price and disposal priceThe payment amount for the stock acquisition rights will be their fair value calculated using the Black-Scholes model on the allotment date. The exercise price will be ¥1 per share.
Intended allotteeCategory The Company's full-time directors, excluding directors who are Audit and Supervisory Committee members / Number of Employees 4 / Number of stock acquisition rights 85 share acquisition rights
Basis for determining the amount to be paidThe fair value calculated using the Black-Scholes model on the allotment date of the stock acquisition rights. The periods used for the closing price and average share price, and the discount and premium rates, are not disclosed.
Exercise priceThe initial exercise price is ¥1 per share. The adjustment provisions are Not disclosed
Exercise periodStart Date 4 August 2026 / End date 3 August 2056
Number of Stock Acquisition RightsTotal number issued 85 share acquisition rights / Number of unexercised units Not disclosed
Conditions for lifting transfer restrictionsThe rights may be exercised in a lump sum only during the period from the day after the date on which the holder loses the position of full-time director, excluding a director who is an Audit and Supervisory Committee member, through the date on which 10 days have elapsed.
Reason for acquisition without considerationIf the rights become non-exercisable before exercise under the exercise conditions or the stock acquisition rights allotment agreement. The Company may also acquire any stock acquisition rights that have not been exercised as of the date on which a proposal concerning a corporate reorganization is approved.
Categories and Number of Persons Covered4 full-time directors of the Company, excluding directors who are Audit and Supervisory Committee members; 85 stock acquisition rights
Total Stock-Based CompensationMonetary compensation equivalent to the total payment amount for the stock acquisition rights. The amount is Not disclosed
Procedures under the Corporate Code of ConductThe Board of Directors decided the offering terms pursuant to Articles 236, 238 and 240 of the Companies Act.
Items this document does not state (15)
Total issue valueAmount of funds to be raisedEstimated issuance expensesSpecific use of fundsPayment dateIntended allottee's holding policyDilution RateTotal number of issued sharesTransfer restriction periodUnderwriter / 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.

As part of its management reforms, the Company will review its executive compensation system to enhance the incentive for full-time directors to improve corporate performance and promote a management mindset that places greater emphasis on 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 Issuance of Stock Options as Share-Based Compensation for Directors | TECHMATRIX CORPORATION (3762) timely disclosure | Komori