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Share Issuance and Disposal4891TMS Co.,Ltd.Pharmaceuticals

Notice Regarding the Finalization of the Terms of Issuance of Stock Acquisition Rights as Stock Options

The total number of stock acquisition rights, payment amount, number of underlying shares and allocation for each category of recipient, which had remained undecided for the stock options approved on 15 April 2026, have been finalized.

Worth reading
39Recurring
Scored from 3 of 5 sections
Direction
Neutral
Direction inferred from the company’s description.
Scale
424800
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of share acquisition rights as stock options

Who receives how much424,800Shares

424,800 common shares

5 directors of the Company (including 2 outside directors)1,800 rights
4 audit & supervisory board members of the Company200 rights
14 employees of the Company2,248 rights

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.

¥14,518 per stock acquisition right, or ¥145.18 per share
Total Stock-Based Compensation

Monetary compensation equivalent to the total payment amount for the stock acquisition rights. The amount is Not disclosed.

Terms of the stock acquisition rights
Number of Stock Acquisition Rights
Total number issued: 4,248 rights; stock acquisition rights remaining unexercised: Not disclosed
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
One-third of the number allocated vests each year following the allocation date, and only vested stock acquisition rights may be exercised.
Categories and Number of Persons Covered
5 directors of the Company (including 2 outside directors): 1,800 rights; 4 audit & supervisory board members of the Company: 200 rights; 14 employees of the Company: 2,248 rights
Basis for determining the amount to be paid
The fair value calculated using the Black-Scholes model based on the allocation date of 12 May 2026. The issuance does not constitute a favorable issuance.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of share acquisition rights as stock options
Number of shares to be issued or disposed of424,800 common shares
Issue price and disposal price¥14,518 per stock acquisition right, or ¥145.18 per share
Intended allotteeCategory 5 directors of the Company (including 2 outside directors) / Number of units 1,800 rights, Category 4 audit & supervisory board members of the Company / Number of units 200 rights, Category 14 employees of the Company / Number of units 2,248 rights
Basis for determining the amount to be paidThe fair value calculated using the Black-Scholes model based on the allocation date of 12 May 2026. The issuance does not constitute a favorable issuance.
Number of Stock Acquisition RightsTotal number issued: 4,248 rights; stock acquisition rights remaining unexercised: Not disclosed
Conditions for lifting transfer restrictionsOne-third of the number allocated vests each year following the allocation date, and only vested stock acquisition rights may be exercised.
Categories and Number of Persons Covered5 directors of the Company (including 2 outside directors): 1,800 rights; 4 audit & supervisory board members of the Company: 200 rights; 14 employees of the Company: 2,248 rights
Total Stock-Based CompensationMonetary compensation equivalent to the total payment amount for the stock acquisition rights. The amount is Not disclosed.
Items this document does not state (19)
Total issue valueAmount of funds to be raisedEstimated issuance expensesSpecific use of fundsPayment dateIntended allottee's holding policyDilution RateTotal number of issued sharesExercise priceExercise periodTransfer restriction periodReason for acquisition without considerationUnderwriter / 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 issuance terms that had remained undecided have been finalized based on a resolution of the Board of Directors meeting held on 15 April 2026. The number allocated was determined as the number corresponding to compensation for the performance of duties over the 3-year period from the allocation date.

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 Finalization of the Terms of Issuance of Stock Acquisition Rights as Stock Options | TMS Co.,Ltd. (4891) timely disclosure | Komori