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Share Issuance and Disposal5290Vertex CorporationConstruction and Materials

Notice Regarding Stock Compensation-Type Stock Options (Share Acquisition Rights)

The Company has decided to issue 35,700 stock acquisition rights as equity compensation stock options to 8 directors of the Company and its subsidiaries. Each stock acquisition right may be exercised for 1 ordinary share at ¥1 per share.

Worth reading
52Recurring
Scored from 4 of 5 sections
Direction
Neutral
Direction inferred from the company’s description.
Scale
35700
units
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of stock compensation-type stock options (stock acquisition rights)

Who receives how much

35,700 rights (1 ordinary share per stock acquisition right)

Directors of the Company and directors of the Company's subsidiaries8 independent officers / 35,700 rights (1 share per right)

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

Total Stock-Based Compensation

Monetary compensation equivalent to the total payment amount for the stock acquisition rights. Amount: Not disclosed.

Terms of the stock acquisition rights
Exercise price
¥1 per share. The amendment provisions are Not disclosed.
Exercise period
Start Date 25 June 2026 / End date 24 June 2056
Number of Stock Acquisition Rights
Total number issued 35,700 rights / Number of unexercised units Not disclosed
Reason for acquisition without consideration
If the rights become unexercisable before exercise under the exercise conditions or the stock acquisition rights allotment agreement. The Company may also acquire, without consideration, any unexercised stock acquisition rights if a proposal for approval relating to a corporate reorganization is approved.
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
The rights may not be exercised until the holder ceases to hold a director position, and may be exercised from the day after the date on which the holder ceases to hold that position until 10 days have elapsed. The specific number of years and expiration date are Not disclosed.
Conditions for lifting transfer restrictions
At the time of exercise, the holder of the stock acquisition rights must have ceased to hold a director position at the Company and all of its subsidiaries. The rights must be exercised in a lump sum by the date on which 10 days have elapsed from the day after the date on which the holder ceased to hold that position. Performance and share-price conditions are Not disclosed.
Categories and Number of Persons Covered
8 directors of the Company and its subsidiaries; 35,700 shares equivalent (35,700 stock acquisition rights)
Basis for determining the amount to be paid
The fair value calculated using the Black-Scholes model on the allotment date of the stock acquisition rights. The periods used for the reference 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 stock compensation-type stock options (stock acquisition rights)
Number of shares to be issued or disposed of35,700 rights (1 ordinary share per stock acquisition right)
Intended allotteeName Directors of the Company and directors of the Company's subsidiaries / Number of Employees 8 independent officers / Number of Shares 35,700 rights (1 share per right)
Basis for determining the amount to be paidThe fair value calculated using the Black-Scholes model on the allotment date of the stock acquisition rights. The periods used for the reference 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 periodStart Date 25 June 2026 / End date 24 June 2056
Number of Stock Acquisition RightsTotal number issued 35,700 rights / Number of unexercised units Not disclosed
Transfer restriction periodThe rights may not be exercised until the holder ceases to hold a director position, and may be exercised from the day after the date on which the holder ceases to hold that position until 10 days have elapsed. The specific number of years and expiration date are Not disclosed.
Conditions for lifting transfer restrictionsAt the time of exercise, the holder of the stock acquisition rights must have ceased to hold a director position at the Company and all of its subsidiaries. The rights must be exercised in a lump sum by the date on which 10 days have elapsed from the day after the date on which the holder ceased to hold that position. Performance and share-price conditions are Not disclosed.
Reason for acquisition without considerationIf the rights become unexercisable before exercise under the exercise conditions or the stock acquisition rights allotment agreement. The Company may also acquire, without consideration, any unexercised stock acquisition rights if a proposal for approval relating to a corporate reorganization is approved.
Categories and Number of Persons Covered8 directors of the Company and its subsidiaries; 35,700 shares equivalent (35,700 stock acquisition rights)
Total Stock-Based CompensationMonetary compensation equivalent to the total payment amount for the stock acquisition rights. Amount: Not disclosed.
Items this document does not state (16)
Issue price and disposal priceTotal issue valueAmount of funds to be raisedEstimated issuance expensesSpecific use of fundsPayment dateIntended allottee's holding policyDilution RateTotal number of issued sharesUnderwriter / 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 share with shareholders, over the medium to long term, both the benefits of a rising share price and the risks of a declining share price, and to increase directors' incentives, excluding outside directors, to improve performance and enhance shareholder 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 Regarding Stock Compensation-Type Stock Options (Share Acquisition Rights) | Vertex Corporation (5290) timely disclosure | Komori