Komori
Share Issuance and Disposal6146DISCO CORPORATIONMachinery

Notice Concerning the Offering Terms for Stock Options (Share Acquisition Rights) for the Company's Executive Officers

The Company resolved to grant 36 stock options (stock acquisition rights) to 6 executive officers to promote improved performance. The stock options will allow the holders to acquire up to 3,600 common shares in the future.

Worth reading
50Recurring
Scored from 4 of 5 sections
Direction
Neutral
Direction inferred from the company’s description.
Scale
3600
Shares
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of stock acquisition rights as stock options

発行・処分する株式数

3,600 common shares (36 stock acquisition rights, each representing 100 shares)

Intended allottee
Category 6 of the Company's executive officers, including those concurrently serving as directors / Number of stock acquisition rights 36 stock acquisition rights
Fair value calculated using the Black-Scholes model on the day before the allotment date of the stock acquisition rights
Amount of funds to be raised

Total amount to be paid: Not disclosed; estimated net proceeds: Not disclosed

Terms of the stock acquisition rights
Exercise price
The initial exercise price is the average closing price on each trading day in the month preceding the month in which the issue date falls multiplied by 1.05, rounded down to the nearest yen. Adjustment provisions apply in the event of a share split, share consolidation or similar event. The adjustment formula has a floor ensuring that the revised exercise price will not fall below the closing price on the day before the issue date.
Exercise period
Start Date 8 August 2028 / End date 7 August 2034
Number of Stock Acquisition Rights
Total issued: 36 stock acquisition rights; unexercised balance: Not disclosed
Reason for acquisition without consideration
If a recipient violates the exercise conditions or waives all or part of the stock acquisition rights. If it is determined that an amendment to the financial statements is required due to a serious violation of laws or internal regulations or misconduct, the stock acquisition rights will be subject to restrictions on exercise and the return of shares acquired following exercise (clawback).
Categories and Number of Persons Covered
6 of the Company's executive officers, including those concurrently serving as directors; 36 stock acquisition rights (underlying shares: 3,600)
Intended allottee's holding policy
Any transfer of the stock acquisition rights requires approval by the Board of Directors. The stock acquisition rights allotment agreement may provide for additional transfer restrictions.
Payment date
No cash payment is required (set off against the recipients' compensation claims)
Basis for determining the amount to be paid
The payment amount will be the fair value calculated using the Black-Scholes model on the day before the allotment date of the stock acquisition rights. The initial exercise price will be the average closing price on each trading day in the month preceding the month in which the issue date falls, multiplied by 1.05. However, if this amount is below the closing price on the day before the issue date, the latter price will apply.
Procedures under the Corporate Code of Conduct
The terms were determined based on a decision by the Company's Compensation Committee.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of stock acquisition rights as stock options
Number of shares to be issued or disposed of3,600 common shares (36 stock acquisition rights, each representing 100 shares)
Issue price and disposal priceFair value calculated using the Black-Scholes model on the day before the allotment date of the stock acquisition rights
Amount of funds to be raisedTotal amount to be paid: Not disclosed; estimated net proceeds: Not disclosed
Payment dateNo cash payment is required (set off against the recipients' compensation claims)
Intended allotteeCategory 6 of the Company's executive officers, including those concurrently serving as directors / Number of stock acquisition rights 36 stock acquisition rights
Intended allottee's holding policyAny transfer of the stock acquisition rights requires approval by the Board of Directors. The stock acquisition rights allotment agreement may provide for additional transfer restrictions.
Basis for determining the amount to be paidThe payment amount will be the fair value calculated using the Black-Scholes model on the day before the allotment date of the stock acquisition rights. The initial exercise price will be the average closing price on each trading day in the month preceding the month in which the issue date falls, multiplied by 1.05. However, if this amount is below the closing price on the day before the issue date, the latter price will apply.
Exercise priceThe initial exercise price is the average closing price on each trading day in the month preceding the month in which the issue date falls multiplied by 1.05, rounded down to the nearest yen. Adjustment provisions apply in the event of a share split, share consolidation or similar event. The adjustment formula has a floor ensuring that the revised exercise price will not fall below the closing price on the day before the issue date.
Exercise periodStart Date 8 August 2028 / End date 7 August 2034
Number of Stock Acquisition RightsTotal issued: 36 stock acquisition rights; unexercised balance: Not disclosed
Reason for acquisition without considerationIf a recipient violates the exercise conditions or waives all or part of the stock acquisition rights. If it is determined that an amendment to the financial statements is required due to a serious violation of laws or internal regulations or misconduct, the stock acquisition rights will be subject to restrictions on exercise and the return of shares acquired following exercise (clawback).
Categories and Number of Persons Covered6 of the Company's executive officers, including those concurrently serving as directors; 36 stock acquisition rights (underlying shares: 3,600)
Procedures under the Corporate Code of ConductThe terms were determined based on a decision by the Company's Compensation Committee.
Items this document does not state (14)
Total issue valueEstimated issuance expensesSpecific use of fundsDilution RateTotal number of issued sharesTransfer restriction periodConditions for lifting transfer restrictionsTotal Stock-Based CompensationUnderwriter / 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 link the Company's performance and the benefits received by the eligible recipients, thereby aligning their interests as closely as possible with those of shareholders and increasing their motivation and morale to improve performance.

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 Offering Terms for Stock Options (Share Acquisition Rights) for the Company's Executive Officers | DISCO CORPORATION (6146) timely disclosure | Komori