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Share Issuance and Disposal5133Terilogy Holdings CorporationInformation and Communications, Services and Others

Notice Concerning the Issuance of Equity Compensation Stock Options (Share Acquisition Rights)

The Company resolved to issue 533 share acquisition rights as equity compensation stock options to 3 of its directors and 2 directors of its wholly owned subsidiary. The rights entitle holders to acquire 53,300 common shares upon exercise, at an exercise price of ¥1 per share.

Worth reading
40Recurring
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Direction
Neutral
Direction inferred from the company’s description.
Scale
533
Stock Acquisition Rights
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of share subscription rights as stock compensation stock options

Who receives how much

53,300 common shares (533 share acquisition rights, 100 shares per right)

3 directors of the Company46,700 shares (467 share acquisition rights)
2 directors of the Company's wholly owned subsidiary6,600 shares (66 share acquisition 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.

Fair value calculated using the Black-Scholes model on the allotment date (the specific amount per right is Not disclosed)
Total Stock-Based Compensation

Monetary compensation equivalent to the total payment amount for these share acquisition rights (the specific amount is Not disclosed)

Terms of the stock acquisition rights
Exercise price
¥1 per share. A share-price-based adjustment provision is Not disclosed (provisions are in place to adjust the number of shares granted in the event of a share split, share consolidation or similar event).
Exercise period
Start Date 17 July 2026 / End date 16 July 2056
Number of Stock Acquisition Rights
Total number issued 533 / Unexercised balance Not disclosed
Reason for acquisition without consideration
If, following approval by a shareholders meeting or a resolution of the Board of Directors regarding a corporate reorganization, any share acquisition rights remain unexercised when the date separately determined by the Board of Directors arrives, If the holder of the share acquisition rights becomes unable to exercise them under the prescribed exercise conditions before exercising the rights
Categories and Number of Persons Covered
Category Directors of the company / Number of Employees 3 / Number of allocated shares 46,700 shares (467 rights), Category Directors of the Company's wholly owned subsidiary / Number of Employees 2 / Number of allocated shares 6,600 shares (66 rights)
Basis for determining the amount to be paid
The payment amount for the share acquisition rights will be the fair value calculated using the Black-Scholes model on the allotment date. The closing price and average share price used as reference points, as well as the discount rate and premium rate, are Not disclosed.
Procedures under the Corporate Code of Conduct
Resolution of the Board of Directors. Whether an independent third-party opinion was obtained or shareholder approval was sought is Not disclosed.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of share subscription rights as stock compensation stock options
Number of shares to be issued or disposed of53,300 common shares (533 share acquisition rights, 100 shares per right)
Issue price and disposal priceFair value calculated using the Black-Scholes model on the allotment date (the specific amount per right is Not disclosed)
Intended allotteeName 3 directors of the Company / Number of Shares 46,700 shares (467 share acquisition rights), Name 2 directors of the Company's wholly owned subsidiary / Number of Shares 6,600 shares (66 share acquisition rights)
Basis for determining the amount to be paidThe payment amount for the share acquisition rights will be the fair value calculated using the Black-Scholes model on the allotment date. The closing price and average share price used as reference points, as well as the discount rate and premium rate, are Not disclosed.
Exercise price¥1 per share. A share-price-based adjustment provision is Not disclosed (provisions are in place to adjust the number of shares granted in the event of a share split, share consolidation or similar event).
Exercise periodStart Date 17 July 2026 / End date 16 July 2056
Number of Stock Acquisition RightsTotal number issued 533 / Unexercised balance Not disclosed
Reason for acquisition without considerationIf, following approval by a shareholders meeting or a resolution of the Board of Directors regarding a corporate reorganization, any share acquisition rights remain unexercised when the date separately determined by the Board of Directors arrives, If the holder of the share acquisition rights becomes unable to exercise them under the prescribed exercise conditions before exercising the rights
Categories and Number of Persons CoveredCategory Directors of the company / Number of Employees 3 / Number of allocated shares 46,700 shares (467 rights), Category Directors of the Company's wholly owned subsidiary / Number of Employees 2 / Number of allocated shares 6,600 shares (66 rights)
Total Stock-Based CompensationMonetary compensation equivalent to the total payment amount for these share acquisition rights (the specific amount is Not disclosed)
Procedures under the Corporate Code of ConductResolution of the Board of Directors. Whether an independent third-party opinion was obtained or shareholder approval was sought is Not disclosed.
Items this document does not state (16)
Total issue valueAmount of funds to be raisedEstimated issuance expensesSpecific use of fundsPayment dateIntended allottee's holding policyDilution RateTotal number of issued sharesTransfer restriction periodConditions for lifting transfer restrictionsUnderwriter / 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.

To promote sound management by having directors share with shareholders not only the benefits of a rising share price but also the risks of a declining share price, thereby strengthening their incentive to enhance corporate value.

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 Concerning the Issuance of Equity Compensation Stock Options (Share Acquisition Rights) | Terilogy Holdings Corporation (5133) timely disclosure | Komori