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Share Issuance and Disposal4596Kubota Pharmaceutical Holdings Co.,Ltd.Pharmaceuticals

Notice Regarding the Issuance of New Shares as Restricted Stock Compensation

It was resolved to newly issue 1,740,000 common shares to 1 representative director as transfer-restricted stock compensation. The issue price is ¥96 per share, and monetary compensation receivables to be paid as compensation will be contributed in kind.

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Neutral
Direction inferred from the company’s description.
Scale
1740000
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of new shares as restricted stock compensation

Who receives how much1,740,000Shares

1,740,000 common shares

1 representative director: 1,740,000 shares

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

¥96 per share
Total issue value

¥167,040,000

Amount of funds to be raised
Total amount paid in: ¥167,040,000; estimated net proceeds: Not disclosed
Total Stock-Based Compensation
Total monetary compensation receivables: ¥167,040,000. The compensation limit is no more than ¥200,000 thousand per year.
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 8 May 2026 until the recipient ceases to hold any position as a director, executive officer, or employee of the Company
Conditions for lifting transfer restrictions
Provided that the recipient continuously holds a position as a director, executive officer, or employee of the Company from 8 May 2026 until the date of the first annual general meeting of shareholders held thereafter, all of the allocated shares held at the end of the transfer restriction period will be released from the transfer restrictions. In the event of retirement due to death, the restrictions will be released immediately after retirement.
Reason for acquisition without consideration
If the recipient ceases to hold any position as a director, executive officer, or employee of the Company during the service provision period, except in certain cases, the Company will acquire all of the allocated shares without consideration. In the event of a reorganization or similar transaction, the Company will also acquire without consideration any shares whose transfer restrictions have not been released.
Categories and Number of Persons Covered
1 representative director: 1,740,000 shares
Intended allottee's holding policy
The shares may not be transferred, pledged, or otherwise disposed of from 8 May 2026 until the recipient ceases to hold any position as a director, executive officer, or employee of the Company.
Payment date
8 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 23 April 2026. No discount or premium rate was stated.
Procedures under the Corporate Code of Conduct
At the annual general meeting of shareholders held on 24 April 2026, approval was obtained for the payment of monetary compensation receivables and the transfer restriction period for the transfer-restricted shares.
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 of1,740,000 common shares
Issue price and disposal price¥96 per share
Total issue value¥167,040,000
Amount of funds to be raisedTotal amount paid in: ¥167,040,000; estimated net proceeds: Not disclosed
Payment date8 May 2026
Intended allottee1 representative director: 1,740,000 shares
Intended allottee's holding policyThe shares may not be transferred, pledged, or otherwise disposed of from 8 May 2026 until the recipient ceases to hold any position as a director, executive officer, or employee of the Company.
Basis for determining the amount to be paidThe closing price of the Company’s common shares on the Tokyo Stock Exchange on 23 April 2026. No discount or premium rate was stated.
Transfer restriction periodFrom 8 May 2026 until the recipient ceases to hold any position as a director, executive officer, or employee of the Company
Conditions for lifting transfer restrictionsProvided that the recipient continuously holds a position as a director, executive officer, or employee of the Company from 8 May 2026 until the date of the first annual general meeting of shareholders held thereafter, all of the allocated shares held at the end of the transfer restriction period will be released from the transfer restrictions. In the event of retirement due to death, the restrictions will be released immediately after retirement.
Reason for acquisition without considerationIf the recipient ceases to hold any position as a director, executive officer, or employee of the Company during the service provision period, except in certain cases, the Company will acquire all of the allocated shares without consideration. In the event of a reorganization or similar transaction, the Company will also acquire without consideration any shares whose transfer restrictions have not been released.
Categories and Number of Persons Covered1 representative director: 1,740,000 shares
Total Stock-Based CompensationTotal monetary compensation receivables: ¥167,040,000. The compensation limit is no more than ¥200,000 thousand per year.
Procedures under the Corporate Code of ConductAt the annual general meeting of shareholders held on 24 April 2026, approval was obtained for the payment of monetary compensation receivables and the transfer restriction period for the transfer-restricted shares.
Items this document does not state (13)
Estimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesExercise priceExercise periodNumber of Stock Acquisition RightsUnderwriter / 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 purpose is to increase the eligible director’s motivation to contribute to the sustained enhancement of corporate value, promote value sharing with shareholders, and further enhance the eligible director’s motivation.

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 Issuance of New Shares as Restricted Stock Compensation | Kubota Pharmaceutical Holdings Co.,Ltd. (4596) timely disclosure | Komori