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Share Issuance and Disposal4891TMS Co.,Ltd.Pharmaceuticals

Notice Regarding the Issuance of Stock Acquisition Rights as Stock Options

The Company resolved to issue 4,248 stock acquisition rights as stock options to its directors, Audit & Supervisory Board members and employees. Each stock acquisition right will entitle the holder to acquire 100 common shares at ¥1 per share.

Worth reading
47Recurring
Scored from 4 of 5 sections
Direction
Neutral
Direction inferred from the company’s description.
Scale
4248
units
Wording
Conditional
How definitive the wording is.

Details of issuance or disposal

Issuance of share acquisition rights as stock options

Intended allottee
Category Directors of the Company (including 2 outside directors) / Number of Employees 5 / Number of stock acquisition rights 1,800 rights (including 200 rights for outside directors), Category Our Audit & Supervisory Board member / Number of Employees 4 / Number of stock acquisition rights 200 rights, Category The Company's employees / Number of Employees 14 / Number of stock acquisition rights 2,248 rights
Total Stock-Based Compensation

Each eligible person will receive monetary compensation equivalent to the total payment amount for the stock acquisition rights allotted to them. The amount is Not disclosed.

Terms of the stock acquisition rights
Exercise price
¥1 per share. The amendment provisions are Not disclosed.
Exercise period
From 13 May 2026 to 12 May 2041 (if the final day is not a bank business day, the preceding bank business day)
Number of Stock Acquisition Rights
Total issuance: 4,248 rights (planned allotment; the number may decrease due to applications not being completed or other reasons). The number of unexercised rights is Not disclosed.
Reason for acquisition without consideration
The Company may acquire certain stock acquisition rights without consideration if approval is granted by a shareholders meeting or other body for a corporate reorganization, if the rights can no longer be exercised, or if the holder ceases to hold any position as a director, Audit & Supervisory Board member, executive officer or employee of the Company or an affiliated company.
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
Vesting will occur in stages on the first, second and third anniversaries of the allotment date. One-third will vest after 1 year, another one-third after 2 years, and the remainder after 3 years. If the holder ceases to hold the relevant position, vesting after that point will cease, except where there is a valid reason.
Categories and Number of Persons Covered
The Company's directors: 5 people, 1,800 rights (including 2 outside directors, 200 rights); the Company's Audit & Supervisory Board members: 4 people, 200 rights; the Company's employees: 14 people, 2,248 rights
Payment date
12 May 2026
Basis for determining the amount to be paid
Calculated by multiplying the fair value per share of the stock options calculated using the Black-Scholes model on the allotment date by the number of underlying shares per stock acquisition right. The periods used for the closing price and average share price, and the discount and premium rates, are Not disclosed.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of share acquisition rights as stock options
Payment date12 May 2026
Intended allotteeCategory Directors of the Company (including 2 outside directors) / Number of Employees 5 / Number of stock acquisition rights 1,800 rights (including 200 rights for outside directors), Category Our Audit & Supervisory Board member / Number of Employees 4 / Number of stock acquisition rights 200 rights, Category The Company's employees / Number of Employees 14 / Number of stock acquisition rights 2,248 rights
Basis for determining the amount to be paidCalculated by multiplying the fair value per share of the stock options calculated using the Black-Scholes model on the allotment date by the number of underlying shares per stock acquisition right. The periods used for the closing price and average share price, and the discount and premium rates, are Not disclosed.
Exercise price¥1 per share. The amendment provisions are Not disclosed.
Exercise periodFrom 13 May 2026 to 12 May 2041 (if the final day is not a bank business day, the preceding bank business day)
Number of Stock Acquisition RightsTotal issuance: 4,248 rights (planned allotment; the number may decrease due to applications not being completed or other reasons). The number of unexercised rights is Not disclosed.
Conditions for lifting transfer restrictionsVesting will occur in stages on the first, second and third anniversaries of the allotment date. One-third will vest after 1 year, another one-third after 2 years, and the remainder after 3 years. If the holder ceases to hold the relevant position, vesting after that point will cease, except where there is a valid reason.
Reason for acquisition without considerationThe Company may acquire certain stock acquisition rights without consideration if approval is granted by a shareholders meeting or other body for a corporate reorganization, if the rights can no longer be exercised, or if the holder ceases to hold any position as a director, Audit & Supervisory Board member, executive officer or employee of the Company or an affiliated company.
Categories and Number of Persons CoveredThe Company's directors: 5 people, 1,800 rights (including 2 outside directors, 200 rights); the Company's Audit & Supervisory Board members: 4 people, 200 rights; the Company's employees: 14 people, 2,248 rights
Total Stock-Based CompensationEach eligible person will receive monetary compensation equivalent to the total payment amount for the stock acquisition rights allotted to them. The amount is Not disclosed.
Items this document does not state (17)
Number of shares to be issued or disposed ofIssue price and disposal priceTotal issue valueAmount of funds to be raisedEstimated issuance expensesSpecific use of fundsIntended allottee's holding policyDilution RateTotal number of issued sharesTransfer restriction periodUnderwriter / 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.

The purpose is to share with shareholders the benefits and risks of share price fluctuations, motivate directors and employees to improve performance, raise their morale, and encourage Audit & Supervisory Board members to help prevent deterioration in corporate value and maintain the Company's credibility.

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 Stock Acquisition Rights as Stock Options | TMS Co.,Ltd. (4891) timely disclosure | Komori