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Share Issuance and Disposal4443Sansan,Inc.Information and Communications, Services and Others

Notice Regarding the Issuance of Stock Options (Share Acquisition Rights) Subject to Share Price Conditions to Employees and Other Personnel of the Group

The Company resolved to issue stock options exercisable if the share price exceeds a specified level to 105 executive officers, employees and others of the Company's Group. The issuance could result in the issue of up to 212,800 new shares.

Worth reading
56In focus
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Direction
Mixed performance
Direction inferred from the company’s description.
Scale
0.17
% (maximum dilution rate)
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of tax-qualified stock price-linked stock options (stock acquisition rights)

発行・処分する株式数

2,128 stock acquisition rights, representing 212,800 underlying common shares (100 shares per right)

Intended allottee
Category The Company's executive officers and employees / Number of Employees 103 / Number of stock acquisition rights 2,082, Category Directors and employees of the Company's subsidiaries / Number of Employees 2 / Number of stock acquisition rights 46
No charge per stock acquisition right (no cash payment required in exchange for the stock acquisition rights)
Total issue value

No consideration

Amount of funds to be raised
Payment for the issuance of the stock acquisition rights: ¥0; estimated net proceeds: Not disclosed
発行済株式総数

Approximately 0.17% at maximum (as a percentage of the total number of shares issued as of the end of the fiscal year ending May 2026)

The dilution rate shows what proportion the newly issued shares represent of the existing shares. The higher the proportion, the more the value and voting rights per share are diluted.

Terms of the stock acquisition rights
Exercise price
The initial exercise price is ¥1,723 per share. It will be adjusted in the event of a share split or consolidation, an issuance or disposal of treasury shares below market value, a corporate reorganization or other applicable event. Floor: Not disclosed.
Exercise period
From 14 July 2028 through 13 July 2036 (if the final day is not a bank business day, the preceding bank business day)
Number of Stock Acquisition Rights
Total number issued: 2,128; unexercised balance: Not disclosed
Reason for acquisition without consideration
If approval or other authorization is obtained at a shareholders meeting for a merger or other transaction in which the Company becomes the disappearing company, or if the stock acquisition rights become unexercisable under the exercise conditions before exercise, the Company may acquire all or part of the stock acquisition rights without consideration.
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
As a stock price condition, the closing price of the Company's common shares on the Tokyo Stock Exchange must exceed ¥3,987 on a specified date by the end of the exercise period. The holder must hold the position of director, audit & supervisory board member, executive officer or employee of the Company or one of its subsidiaries at the time of exercise, subject to certain exceptions.
Categories and Number of Persons Covered
Executive officers and employees of the Company: 103 people, 2,082 stock acquisition rights; directors and employees of the Company's subsidiaries: 2 people, 46 stock acquisition rights
Intended allottee's holding policy
The acquisition of the stock acquisition rights by transfer requires the approval of the Company's Board of Directors.
Payment date
No cash payment required in exchange for the stock acquisition rights
Basis for determining the amount to be paid
The stock acquisition rights will be issued at no charge. The exercise price is ¥1,723 per share. The period used for the reference closing price and average share price, and the discount and premium rates: Not disclosed.
Procedures under the Corporate Code of Conduct
The resolution was approved by the Board of Directors pursuant to Articles 236, 238 and 240 of the Companies Act. Obtaining an independent third-party opinion and confirming shareholders' intentions: Not disclosed.
Impact on Business Performance
Stock-based compensation expense will be recognized annually for accounting purposes during the period from grant through exercise. If the exercise conditions are not met, no shares will be issued and the recognized stock-based compensation expense will be reversed.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of tax-qualified stock price-linked stock options (stock acquisition rights)
Number of shares to be issued or disposed of2,128 stock acquisition rights, representing 212,800 underlying common shares (100 shares per right)
Issue price and disposal priceNo charge per stock acquisition right (no cash payment required in exchange for the stock acquisition rights)
Total issue valueNo consideration
Amount of funds to be raisedPayment for the issuance of the stock acquisition rights: ¥0; estimated net proceeds: Not disclosed
Payment dateNo cash payment required in exchange for the stock acquisition rights
Intended allotteeCategory The Company's executive officers and employees / Number of Employees 103 / Number of stock acquisition rights 2,082, Category Directors and employees of the Company's subsidiaries / Number of Employees 2 / Number of stock acquisition rights 46
Intended allottee's holding policyThe acquisition of the stock acquisition rights by transfer requires the approval of the Company's Board of Directors.
Dilution RateApproximately 0.17% at maximum (as a percentage of the total number of shares issued as of the end of the fiscal year ending May 2026)
Basis for determining the amount to be paidThe stock acquisition rights will be issued at no charge. The exercise price is ¥1,723 per share. The period used for the reference closing price and average share price, and the discount and premium rates: Not disclosed.
Exercise priceThe initial exercise price is ¥1,723 per share. It will be adjusted in the event of a share split or consolidation, an issuance or disposal of treasury shares below market value, a corporate reorganization or other applicable event. Floor: Not disclosed.
Exercise periodFrom 14 July 2028 through 13 July 2036 (if the final day is not a bank business day, the preceding bank business day)
Number of Stock Acquisition RightsTotal number issued: 2,128; unexercised balance: Not disclosed
Conditions for lifting transfer restrictionsAs a stock price condition, the closing price of the Company's common shares on the Tokyo Stock Exchange must exceed ¥3,987 on a specified date by the end of the exercise period. The holder must hold the position of director, audit & supervisory board member, executive officer or employee of the Company or one of its subsidiaries at the time of exercise, subject to certain exceptions.
Reason for acquisition without considerationIf approval or other authorization is obtained at a shareholders meeting for a merger or other transaction in which the Company becomes the disappearing company, or if the stock acquisition rights become unexercisable under the exercise conditions before exercise, the Company may acquire all or part of the stock acquisition rights without consideration.
Categories and Number of Persons CoveredExecutive officers and employees of the Company: 103 people, 2,082 stock acquisition rights; directors and employees of the Company's subsidiaries: 2 people, 46 stock acquisition rights
Procedures under the Corporate Code of ConductThe resolution was approved by the Board of Directors pursuant to Articles 236, 238 and 240 of the Companies Act. Obtaining an independent third-party opinion and confirming shareholders' intentions: Not disclosed.
Impact on Business PerformanceStock-based compensation expense will be recognized annually for accounting purposes during the period from grant through exercise. If the exercise conditions are not met, no shares will be issued and the recognized stock-based compensation expense will be reversed.
Items this document does not state (10)
Estimated issuance expensesSpecific use of fundsTotal number of issued sharesTransfer restriction periodTotal Stock-Based CompensationUnderwriter / 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 enhance incentives for employees and others of the Company's Group, improve shareholder and corporate value over the medium to long term, and share value with shareholders. The Company states that meeting the stock price condition will also contribute to the interests of existing shareholders.

How to read this page

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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 (Share Acquisition Rights) Subject to Share Price Conditions to Employees and Other Personnel of the Group | Sansan,Inc. (4443) timely disclosure | Komori