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Share Issuance and Disposal4583Chiome Bioscience Inc.Pharmaceuticals

Notice Regarding the Issuance of New Shares as Restricted Stock-Based Compensation

The Board of Directors resolved to issue 199,900 common shares as restricted stock compensation for 3 directors. The payment date is 11 May 2026.

Worth reading
48Recurring
Scored from 4 of 5 sections
Direction
Neutral
Direction inferred from the company’s description.
Scale
199900
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of new shares as restricted stock compensation

Who receives how much199,900Shares

199,900 common shares of the Company (new shares)

Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors)3 / 199,900 shares

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

¥102 per share
Total issue value

¥20,389,800

Amount of funds to be raised
Total amount payable: ¥20,389,800; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation claims: ¥20,389,800. The annual compensation limit is ¥50,000 thousand.
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.

Transfer restriction period
From 11 May 2026 until the date on which the allotment recipient resigns or retires from all positions as a director of the Company. However, if the date of such resignation or retirement is on or before 31 March 2027, the period will continue until 1 April 2027.
Conditions for lifting transfer restrictions
Provided that, from 11 May 2026 until the date of the first annual general meeting of shareholders thereafter, the recipient continuously holds either a position as a director or an employee of the Company, the transfer restrictions will be lifted on all shares held at the end of the restriction period. In the event of resignation or retirement for a legitimate reason, the restrictions will be lifted in part according to the number of months in office.
Reason for acquisition without consideration
If, before the day preceding the date of the first annual general meeting of shareholders thereafter, the recipient resigns or retires from all positions as a director and employee of the Company without a legitimate reason. If any shares remain subject to transfer restrictions at the end of the restriction period. If any shares remain subject to transfer restrictions in connection with a corporate reorganization or other similar transaction.
Categories and Number of Persons Covered
3 directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors), 199,900 shares
Intended allottee's holding policy
During the restriction period, the shares may not be transferred to any third party, pledged, used to create a security interest by way of transfer, gifted inter vivos, bequeathed or otherwise disposed of. Until the transfer restrictions are lifted, the shares will be held and maintained in an account designated by SMBC Nikko Securities Inc.
Payment date
11 May 2026
Basis for determining the amount to be paid
The closing price of the Company's common shares on the Tokyo Stock Exchange on 13 April 2026 was ¥102. This amount is based on the closing price on the business day immediately preceding the payment date; no discount or premium is stated.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of new shares as restricted stock compensation
Number of shares to be issued or disposed of199,900 common shares of the Company (new shares)
Issue price and disposal price¥102 per share
Total issue value¥20,389,800
Amount of funds to be raisedTotal amount payable: ¥20,389,800; estimated net proceeds: Not disclosed
Payment date11 May 2026
Intended allotteeName Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors) / Number of Employees 3 / Number of Shares 199,900 shares
Intended allottee's holding policyDuring the restriction period, the shares may not be transferred to any third party, pledged, used to create a security interest by way of transfer, gifted inter vivos, bequeathed or otherwise disposed of. Until the transfer restrictions are lifted, the shares will be held and maintained in an account designated by SMBC Nikko Securities Inc.
Basis for determining the amount to be paidThe closing price of the Company's common shares on the Tokyo Stock Exchange on 13 April 2026 was ¥102. This amount is based on the closing price on the business day immediately preceding the payment date; no discount or premium is stated.
Transfer restriction periodFrom 11 May 2026 until the date on which the allotment recipient resigns or retires from all positions as a director of the Company. However, if the date of such resignation or retirement is on or before 31 March 2027, the period will continue until 1 April 2027.
Conditions for lifting transfer restrictionsProvided that, from 11 May 2026 until the date of the first annual general meeting of shareholders thereafter, the recipient continuously holds either a position as a director or an employee of the Company, the transfer restrictions will be lifted on all shares held at the end of the restriction period. In the event of resignation or retirement for a legitimate reason, the restrictions will be lifted in part according to the number of months in office.
Reason for acquisition without considerationIf, before the day preceding the date of the first annual general meeting of shareholders thereafter, the recipient resigns or retires from all positions as a director and employee of the Company without a legitimate reason. If any shares remain subject to transfer restrictions at the end of the restriction period. If any shares remain subject to transfer restrictions in connection with a corporate reorganization or other similar transaction.
Categories and Number of Persons Covered3 directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors), 199,900 shares
Total Stock-Based CompensationTotal monetary compensation claims: ¥20,389,800. The annual compensation limit is ¥50,000 thousand.
Items this document does not state (14)
Estimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / lead underwriterOverallotmentStock Split RatioProcedures under the Corporate Code of ConductMost 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 align the directors' interests with shareholders by sharing the benefits and risks of share price fluctuations and to enhance their motivation to contribute to an increase in the share price and corporate value.

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Notice Regarding the Issuance of New Shares as Restricted Stock-Based Compensation | Chiome Bioscience Inc. (4583) timely disclosure | Komori