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Share Issuance and Disposal4063Shin-Etsu Chemical Co.,Ltd.Materials and Chemicals

Notice Regarding the Allocation of Stock Options (Share Acquisition Rights)

The company has decided to grant a total of 15,710 stock options (share acquisition rights) to directors, executive officers and employees as part of their compensation. If all are exercised, 1,571,000 common shares will be issued.

Worth reading
45Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
1571000
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of stock acquisition rights as stock options

発行・処分する株式数

1,571,000 common shares (15,710 share acquisition rights, 100 shares per right)

Intended allottee
Category 4 directors of the Company (excluding outside directors) / Number of stock acquisition rights 1,880 rights, Category 13 executive officers of the company, excluding those concurrently serving as directors / Number of stock acquisition rights 2,275 rights, Category 116 employees of the company / Number of stock acquisition rights 11,555 rights
For each share acquisition right, an amount calculated by multiplying the price calculated using the Black-Scholes model by the number of shares granted (specific amount to be determined)
Amount of funds to be raised

Because the payment for the share acquisition rights will be offset against compensation receivables, the amount of funds to be raised and the estimated net proceeds are Not disclosed.

Terms of the stock acquisition rights
Exercise price
¥6,289 per share. Adjustment provisions apply in cases such as an issue at a lower price, a share split or a share consolidation. The lower limit for adjustments: Not disclosed.
Exercise period
Start Date 1 October 2028 / End date 29 September 2033
Number of Stock Acquisition Rights
Total number issued 15,710 rights / Unexercised balance Not disclosed
Reason for acquisition without consideration
If a merger, company split, share exchange, share transfer or similar transaction is approved, or if the conditions for exercise under the allocation agreement cease to be met
Categories and Number of Persons Covered
Category Directors (excluding outside directors) / Number of Employees 4 / Number of allocated shares Equivalent to 188,000 shares, Category Executive officers, excluding those concurrently serving as directors / Number of Employees 13 / Number of allocated shares Equivalent to 227,500 shares, Category Employees / Number of Employees 116 / Number of allocated shares Equivalent to 1,155,500 shares
Intended allottee's holding policy
Board approval is required for the acquisition of share acquisition rights through a transfer. Other holding policies: Not disclosed.
Payment date
30 September 2026
Basis for determining the amount to be paid
The payment amount per share acquisition right will be calculated using the Black-Scholes model. The share price will be the closing price on 30 September 2026, the exercise price will be ¥6,289, and the expected remaining term will be 4 years and 6 months. The exercise price is the average closing price for August 2026 multiplied by 1.025.
Procedures under the Corporate Code of Conduct
Board resolution. The allocation to directors falls within the scope of stock option compensation and other matters approved at the 144th Annual General Meeting of Shareholders held on 29 June 2021.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of stock acquisition rights as stock options
Number of shares to be issued or disposed of1,571,000 common shares (15,710 share acquisition rights, 100 shares per right)
Issue price and disposal priceFor each share acquisition right, an amount calculated by multiplying the price calculated using the Black-Scholes model by the number of shares granted (specific amount to be determined)
Amount of funds to be raisedBecause the payment for the share acquisition rights will be offset against compensation receivables, the amount of funds to be raised and the estimated net proceeds are Not disclosed.
Payment date30 September 2026
Intended allotteeCategory 4 directors of the Company (excluding outside directors) / Number of stock acquisition rights 1,880 rights, Category 13 executive officers of the company, excluding those concurrently serving as directors / Number of stock acquisition rights 2,275 rights, Category 116 employees of the company / Number of stock acquisition rights 11,555 rights
Intended allottee's holding policyBoard approval is required for the acquisition of share acquisition rights through a transfer. Other holding policies: Not disclosed.
Basis for determining the amount to be paidThe payment amount per share acquisition right will be calculated using the Black-Scholes model. The share price will be the closing price on 30 September 2026, the exercise price will be ¥6,289, and the expected remaining term will be 4 years and 6 months. The exercise price is the average closing price for August 2026 multiplied by 1.025.
Exercise price¥6,289 per share. Adjustment provisions apply in cases such as an issue at a lower price, a share split or a share consolidation. The lower limit for adjustments: Not disclosed.
Exercise periodStart Date 1 October 2028 / End date 29 September 2033
Number of Stock Acquisition RightsTotal number issued 15,710 rights / Unexercised balance Not disclosed
Reason for acquisition without considerationIf a merger, company split, share exchange, share transfer or similar transaction is approved, or if the conditions for exercise under the allocation agreement cease to be met
Categories and Number of Persons CoveredCategory Directors (excluding outside directors) / Number of Employees 4 / Number of allocated shares Equivalent to 188,000 shares, Category Executive officers, excluding those concurrently serving as directors / Number of Employees 13 / Number of allocated shares Equivalent to 227,500 shares, Category Employees / Number of Employees 116 / Number of allocated shares Equivalent to 1,155,500 shares
Procedures under the Corporate Code of ConductBoard resolution. The allocation to directors falls within the scope of stock option compensation and other matters approved at the 144th Annual General Meeting of Shareholders held on 29 June 2021.
Items this document does not state (14)
Total issue valueEstimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesTransfer restriction periodConditions for lifting transfer restrictionsTotal Stock-Based CompensationUnderwriter / 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.

The options will be issued as consideration for the performance of duties, to increase motivation and morale in carrying out responsibilities and improving business performance.

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 Allocation of Stock Options (Share Acquisition Rights) | Shin-Etsu Chemical Co.,Ltd. (4063) timely disclosure | Komori