Komori
Share Issuance and Disposal4565Nxera Pharma Co.,Ltd.Pharmaceuticals

Notice Regarding the Determination of Issuance Prices and Other Matters for the Issuance of New Shares for the Introduction of J-ESOP, the Issuance of New Shares under the RSU Plan, and the Issuance of New Shares under Prior-Year RSU Plans

The company decided to issue 1,236,400 new shares for J-ESOP and a total of 2,049,962 new shares under RSUs Nos. 26 to 28 (Nos. 27 and 28 are planned). It also finalized the issuance prices and other terms for prior-year RSUs Nos. 18 and 20.

Worth reading
56In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Mixed performance
Direction inferred from the company’s description.
Scale
3286552
Shares (total planned number of shares for J-ESOP and RSUs Nos. 26 to 28)
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Issuance of new shares through a third-party allotment (J-ESOP), Issuance of new shares under the post-vesting stock-based compensation (RSU) plan

Who receives how much

Subject J-ESOP / Number of Shares 1,236,400 shares, Subject RSU No. 26 / Number of Shares 142,866 shares, Subject RSU No. 27 / Number of Shares 953,548 shares (planned), Subject RSU No. 28 / Number of Shares 953,548 shares (planned), Subject RSU No. 18 / Number of Shares 208,977 shares, Subject RSU No. 20 / Number of Shares 527,213 shares

Japan Custody Bank, Ltd. (Trust E Account)1,236,400 shares
6 directors of the company (excluding directors who concurrently serve as executive officers)142,866 shares
3 executive officers of the company, and 68 directors and audit & supervisory board members of subsidiaries, and employees and advisors of the company and its subsidiaries953,548 shares (planned)
3 executive officers of the company, and 68 directors and audit & supervisory board members of subsidiaries, and employees and advisors of the company and its subsidiaries953,548 shares (planned)
2 directors and executive officers of the company, and directors of subsidiaries and employees of the company and its subsidiaries208,977 shares
3 directors and executive officers of the company, and directors of subsidiaries and employees of the company and its subsidiaries527,213 shares

The height of each bar represents the proportion of shares received by each allottee. The thin line below represents the number of existing shares to which these shares are added.

Subject J-ESOP / Amount ¥1,011 per share, Subject RSU No. 26 / Amount ¥1,011 per share, Subject RSU No. 27 / Amount To be determined by the Representative Executive Officer in due course, Subject RSU No. 28 / Amount To be determined by the Representative Executive Officer in due course, Subject RSU No. 18 / Amount ¥1,011 per share, Subject RSU No. 20 / Amount ¥1,011 per share
Total issue value

Subject J-ESOP / Amount ¥1,250,000,400, Subject RSU No. 26 / Amount ¥144,437,526, Subject RSU No. 27 / Amount ¥964,037,028 (planned), Subject RSU No. 28 / Amount ¥964,037,028 (planned), Subject RSU No. 18 / Amount ¥211,275,747, Subject RSU No. 20 / Amount ¥533,012,343

発行済株式総数

The J-ESOP issuance represents 1.37% of the 90,496,735 issued shares. Including RSUs Nos. 26 to 28, the number of shares scheduled to be issued in the future under the stock-based compensation plans represents 6.95% of the issued shares.

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.

Categories and Number of Persons Covered
Category Directors of the company (excluding directors who concurrently serve as executive officers) / Number of Employees 6 / Number of allocated shares 142,866 shares, Category Executive officers of the Company / Number of Employees 3 / Number of allocated shares 953,548 shares (planned), Category Directors and audit & supervisory board members of subsidiaries, and employees and advisors of the company and its subsidiaries / Number of Employees 68 / Number of allocated shares 953,548 shares (planned), Category Directors and executive officers of the company / Number of Employees 2 / Number of allocated shares 208,977 shares, Category Directors of subsidiaries, and employees of the company and its subsidiaries / Number of Employees 145 / Number of allocated shares Included in the 208,977 shares, Category Directors and executive officers of the company / Number of Employees 3 / Number of allocated shares 527,213 shares, Category Directors of subsidiaries, and employees of the company and its subsidiaries / Number of Employees 205 / Number of allocated shares Included in the 527,213 shares
Payment date
Subject J-ESOP / Date 30 April 2026, Subject RSU No. 26 / Date 1 June 2027, Subject RSU No. 27 / Period 1 May 2028 to 31 July 2028, Subject RSU No. 28 / Period 1 May 2029 to 31 July 2029, Subject RSU No. 18 / Date 18 May 2026, Subject RSU No. 20 / Date 18 May 2026
Basis for determining the amount to be paid
For J-ESOP, RSU No. 26, and RSUs Nos. 18 and 20, the issue price is based on the closing price of ¥1,011 on the Tokyo Stock Exchange on the business day immediately preceding the date of the board resolution or determination, 14 April 2026. For RSUs Nos. 27 and 28, the issue price will be based on the closing price on the business day immediately preceding the relevant determination date, or, if no trading takes place, the closing price on the most recent trading day. No discount or premium rate is stated.
Procedures under the Corporate Code of Conduct
The company will file an extraordinary report or securities registration statement under the Financial Instruments and Exchange Act. Whether an independent third-party opinion will be obtained and whether shareholder approval will be sought are Not disclosed.
Most recent equity financing
Timing Release dated 7 April 2023 / Type Issuance of new shares under the RSU plan and issuance of new shares under prior-year RSU plans / Amount Not disclosed, Timing Release dated 17 April 2024 / Type Issuance of new shares under the RSU plan and issuance of new shares under prior-year RSU plans / Amount Not disclosed
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of new shares through a third-party allotment (J-ESOP), Issuance of new shares under the post-vesting stock-based compensation (RSU) plan
Number of shares to be issued or disposed ofSubject J-ESOP / Number of Shares 1,236,400 shares, Subject RSU No. 26 / Number of Shares 142,866 shares, Subject RSU No. 27 / Number of Shares 953,548 shares (planned), Subject RSU No. 28 / Number of Shares 953,548 shares (planned), Subject RSU No. 18 / Number of Shares 208,977 shares, Subject RSU No. 20 / Number of Shares 527,213 shares
Issue price and disposal priceSubject J-ESOP / Amount ¥1,011 per share, Subject RSU No. 26 / Amount ¥1,011 per share, Subject RSU No. 27 / Amount To be determined by the Representative Executive Officer in due course, Subject RSU No. 28 / Amount To be determined by the Representative Executive Officer in due course, Subject RSU No. 18 / Amount ¥1,011 per share, Subject RSU No. 20 / Amount ¥1,011 per share
Total issue valueSubject J-ESOP / Amount ¥1,250,000,400, Subject RSU No. 26 / Amount ¥144,437,526, Subject RSU No. 27 / Amount ¥964,037,028 (planned), Subject RSU No. 28 / Amount ¥964,037,028 (planned), Subject RSU No. 18 / Amount ¥211,275,747, Subject RSU No. 20 / Amount ¥533,012,343
Payment dateSubject J-ESOP / Date 30 April 2026, Subject RSU No. 26 / Date 1 June 2027, Subject RSU No. 27 / Period 1 May 2028 to 31 July 2028, Subject RSU No. 28 / Period 1 May 2029 to 31 July 2029, Subject RSU No. 18 / Date 18 May 2026, Subject RSU No. 20 / Date 18 May 2026
Intended allotteeName Japan Custody Bank, Ltd. (Trust E Account) / Number of Shares 1,236,400 shares, Category 6 directors of the company (excluding directors who concurrently serve as executive officers) / Number of Shares 142,866 shares, Category 3 executive officers of the company, and 68 directors and audit & supervisory board members of subsidiaries, and employees and advisors of the company and its subsidiaries / Number of Shares 953,548 shares (planned) / Subject RSU No. 27, Category 3 executive officers of the company, and 68 directors and audit & supervisory board members of subsidiaries, and employees and advisors of the company and its subsidiaries / Number of Shares 953,548 shares (planned) / Subject RSU No. 28, Category 2 directors and executive officers of the company, and directors of subsidiaries and employees of the company and its subsidiaries / Number of Shares 208,977 shares / Subject RSU No. 18, Category 3 directors and executive officers of the company, and directors of subsidiaries and employees of the company and its subsidiaries / Number of Shares 527,213 shares / Subject RSU No. 20
Dilution RateThe J-ESOP issuance represents 1.37% of the 90,496,735 issued shares. Including RSUs Nos. 26 to 28, the number of shares scheduled to be issued in the future under the stock-based compensation plans represents 6.95% of the issued shares.
Total number of issued shares90,496,735 shares → Not disclosed
Basis for determining the amount to be paidFor J-ESOP, RSU No. 26, and RSUs Nos. 18 and 20, the issue price is based on the closing price of ¥1,011 on the Tokyo Stock Exchange on the business day immediately preceding the date of the board resolution or determination, 14 April 2026. For RSUs Nos. 27 and 28, the issue price will be based on the closing price on the business day immediately preceding the relevant determination date, or, if no trading takes place, the closing price on the most recent trading day. No discount or premium rate is stated.
Categories and Number of Persons CoveredCategory Directors of the company (excluding directors who concurrently serve as executive officers) / Number of Employees 6 / Number of allocated shares 142,866 shares, Category Executive officers of the Company / Number of Employees 3 / Number of allocated shares 953,548 shares (planned), Category Directors and audit & supervisory board members of subsidiaries, and employees and advisors of the company and its subsidiaries / Number of Employees 68 / Number of allocated shares 953,548 shares (planned), Category Directors and executive officers of the company / Number of Employees 2 / Number of allocated shares 208,977 shares, Category Directors of subsidiaries, and employees of the company and its subsidiaries / Number of Employees 145 / Number of allocated shares Included in the 208,977 shares, Category Directors and executive officers of the company / Number of Employees 3 / Number of allocated shares 527,213 shares, Category Directors of subsidiaries, and employees of the company and its subsidiaries / Number of Employees 205 / Number of allocated shares Included in the 527,213 shares
Procedures under the Corporate Code of ConductThe company will file an extraordinary report or securities registration statement under the Financial Instruments and Exchange Act. Whether an independent third-party opinion will be obtained and whether shareholder approval will be sought are Not disclosed.
Most recent equity financingTiming Release dated 7 April 2023 / Type Issuance of new shares under the RSU plan and issuance of new shares under prior-year RSU plans / Amount Not disclosed, Timing Release dated 17 April 2024 / Type Issuance of new shares under the RSU plan and issuance of new shares under prior-year RSU plans / Amount Not disclosed
Items this document does not state (16)
Amount of funds to be raisedEstimated issuance expensesSpecific use of fundsIntended allottee's holding policyExercise priceExercise periodNumber of Stock Acquisition RightsTransfer restriction periodConditions for lifting transfer restrictionsReason for acquisition without considerationTotal Stock-Based CompensationUnderwriter / lead underwriterOverallotmentStock Split RatioMajor 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 J-ESOP issuance is intended to secure shares to be delivered through the trust following the transfer to J-ESOP of a portion of the RSUs previously granted to domestic employees. The RSU issuances are intended to enhance the motivation of directors, executive officers and employees, share the benefits and risks of share price fluctuations with shareholders, and encourage contributions to improving corporate value and increasing the share price. The prior-year RSU issuances are intended to deliver shares to eligible recipients whose vesting calculation periods have ended.

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Notice Regarding the Determination of Issuance Prices and Other Matters for the Issuance of New Shares for the Introduction of J-ESOP, the Issuance of New Shares under the RSU Plan, and the Issuance of New Shares under Prior-Year RSU Plans | Nxera Pharma Co.,Ltd. (4565) timely disclosure | Komori