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Share Issuance and Disposal3927Fuva Brain LimitedInformation and Communications, Services and Others

Notice Concerning the Issuance of Equity Compensation Stock Options (Share Acquisition Rights)

The Company resolved to issue 469 stock acquisition rights to 3 of its directors, excluding outside directors, as performance-linked stock compensation. Each stock acquisition right entitles the holder to acquire 100 common shares at ¥1 per share.

Worth reading
53Recurring
Scored from 4 of 5 sections
Direction
Neutral
Direction inferred from the company’s description.
Scale
469
units
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Issuance of share subscription rights as stock compensation stock options

Who receives how much

46,900 common shares (469 stock acquisition rights, 100 shares per right)

3 Company directors: 469 rights

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

Total Stock-Based Compensation

Under the plan, the total annual amount of payments is capped at ¥180 million (excluding salary attributable to the employee portion of directors who also serve as employees).

Terms of the stock acquisition rights
Exercise price
¥1 per share. The exercise price is fixed, with no adjustment provision.
Exercise period
From 16 July 2026 to 15 July 2056
Number of Stock Acquisition Rights
Total issuance: 469 rights. Number of unexercised rights: Not disclosed.
Reason for acquisition without consideration
If prescribed approval or a resolution is made regarding a merger, company split, share exchange, share transfer or similar transaction; if the rights can no longer be exercised under the exercise conditions; if the holder commits a serious violation of laws, regulations or internal rules; or if, without the Company's consent, the holder assumes a position as an officer or employee of, or engages in, a business that substantially competes with the Company's principal business.
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
Although these are performance-linked stock compensation, the specific performance indicators, levels and conditions for lifting the transfer restrictions are Not disclosed. The rights may be exercised in a single transaction only during the period from the day after the date on which the holder ceases to be a director through the date on which 10 days have elapsed thereafter.
Categories and Number of Persons Covered
3 Company directors: 469 rights (excluding outside directors)
Intended allottee's holding policy
The transfer of the stock acquisition rights requires approval by the Company's Board of Directors. Other holding policy and lock-up: Not disclosed.
Basis for determining the amount to be paid
Fair value calculated using the Black-Scholes model on the allotment date. The period used for the reference closing price and average share price, and the discount and premium rates are Not disclosed.
Procedures under the Corporate Code of Conduct
The performance-linked stock compensation plan was approved at the 25th Annual General Meeting of Shareholders held on 24 June 2026.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of share subscription rights as stock compensation stock options
Number of shares to be issued or disposed of46,900 common shares (469 stock acquisition rights, 100 shares per right)
Intended allottee3 Company directors: 469 rights
Intended allottee's holding policyThe transfer of the stock acquisition rights requires approval by the Company's Board of Directors. Other holding policy and lock-up: Not disclosed.
Basis for determining the amount to be paidFair value calculated using the Black-Scholes model on the allotment date. The period used for the reference closing price and average share price, and the discount and premium rates are Not disclosed.
Exercise price¥1 per share. The exercise price is fixed, with no adjustment provision.
Exercise periodFrom 16 July 2026 to 15 July 2056
Number of Stock Acquisition RightsTotal issuance: 469 rights. Number of unexercised rights: Not disclosed.
Conditions for lifting transfer restrictionsAlthough these are performance-linked stock compensation, the specific performance indicators, levels and conditions for lifting the transfer restrictions are Not disclosed. The rights may be exercised in a single transaction only during the period from the day after the date on which the holder ceases to be a director through the date on which 10 days have elapsed thereafter.
Reason for acquisition without considerationIf prescribed approval or a resolution is made regarding a merger, company split, share exchange, share transfer or similar transaction; if the rights can no longer be exercised under the exercise conditions; if the holder commits a serious violation of laws, regulations or internal rules; or if, without the Company's consent, the holder assumes a position as an officer or employee of, or engages in, a business that substantially competes with the Company's principal business.
Categories and Number of Persons Covered3 Company directors: 469 rights (excluding outside directors)
Total Stock-Based CompensationUnder the plan, the total annual amount of payments is capped at ¥180 million (excluding salary attributable to the employee portion of directors who also serve as employees).
Procedures under the Corporate Code of ConductThe performance-linked stock compensation plan was approved at the 25th Annual General Meeting of Shareholders held on 24 June 2026.
Items this document does not state (15)
Issue price and disposal priceTotal issue valueAmount of funds to be raisedEstimated issuance expensesSpecific use of fundsPayment dateDilution 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.

To achieve sustainable growth of the Company's group and enhance corporate value, while deepening the sharing of value with 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 Concerning the Issuance of Equity Compensation Stock Options (Share Acquisition Rights) | Fuva Brain Limited (3927) timely disclosure | Komori