Komori
Share Issuance and Disposal9757Funai Soken Holdings IncorporatedInformation and Communications, Services and Others

Notice Regarding the Allotment of Stock Options (Share-Based Compensation Stock Options) (Share Acquisition Rights)

The Company has resolved to issue 810 stock compensation-type stock options to 39 directors and executive officers of the Company and its subsidiaries, in order to encourage management that remains mindful of the share price and medium-term performance. Each share acquisition right entitles the holder to acquire 360 common shares at ¥1 per share.

Worth reading
49Recurring
Scored from 4 of 5 sections
Direction
Neutral
Direction inferred from the company’s description.
Scale
810
Units (stock acquisition rights)
Wording
Definitive
How definitive the wording is.

Details of issuance or disposal

Issuance of stock compensation-type stock options (share subscription rights)

Who receives how much

360 common shares per share acquisition right; maximum 291,600 shares (810 share acquisition rights)

Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors), executive officers, directors of subsidiaries, and executive officers of subsidiaries39 people / 810 share acquisition rights (equivalent to a maximum of 291,600 shares)

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

The payment amount per share acquisition right is the option price per share calculated using the Black-Scholes model multiplied by 360 shares. The specific amount is Not disclosed. The exercise price is ¥1 per share.
Amount of funds to be raised

Total payment amount: Not disclosed. Approximate net proceeds: Not disclosed. The monetary compensation payable to the eligible recipients will be offset against their payment obligations for the share acquisition rights.

Total Stock-Based Compensation
Cash compensation equivalent to the total payment amount for the share acquisition rights. The specific amount and compensation limit are Not disclosed.
Terms of the stock acquisition rights
Exercise price
The initial exercise price is ¥1 per share. The adjustment provisions are Not disclosed (the exercise price is stated to be fixed at ¥1).
Exercise period
From 12 May 2026 to 11 May 2056
Number of Stock Acquisition Rights
The total number to be issued is 810 share acquisition rights (the maximum number to be allocated). The number of unexercised rights remaining is Not disclosed.
Reason for acquisition without consideration
If a proposal concerning a merger, company split, share exchange, share transfer, conversion into a company with transfer restrictions, or similar transaction is approved at a general meeting of shareholders, or, where shareholder approval is not required, is approved by the Board of Directors, the Company may acquire the share acquisition rights without consideration on a date separately determined by the Company's Board of Directors.
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
In principle, a holder of share acquisition rights may exercise them from the day after the day on which the holder loses any of the positions of director, audit & supervisory board member, or executive officer of the Company or one of its subsidiaries held on the allocation date. If the exercise commencement date has not been reached by 11 May 2055, the rights may be exercised from 12 May 2055 through 11 May 2056. In the event of a corporate reorganization, the rights may be exercised for 15 days from the day after the approval date.
Categories and Number of Persons Covered
Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors), executive officers, directors of subsidiaries, and executive officers of subsidiaries: total of 39 people and 810 share acquisition rights (the number of people and allocation by category are Not disclosed)
Payment date
11 May 2026
Basis for determining the amount to be paid
The payment amount for the share acquisition rights will be calculated using the Black-Scholes model. The share price will be the closing price for regular trading of the Company's common shares on the Tokyo Stock Exchange on 11 May 2026, or, if there is no closing price, the reference price on the next trading day. The expected remaining life is 15 years, and share price volatility will be based on the closing prices on each trading day from 11 May 2011 to 11 May 2026. The discount rate and premium rate are Not disclosed.
Procedures under the Corporate Code of Conduct
At a Board of Directors meeting held on 23 April 2026, the terms of the offering were determined and the Company resolved to conduct the offering. Whether an independent third-party opinion was obtained and whether shareholder consent was confirmed are Not disclosed.
Details of issuance or disposal
ItemDetails
Type of issuance or disposalIssuance of stock compensation-type stock options (share subscription rights)
Number of shares to be issued or disposed of360 common shares per share acquisition right; maximum 291,600 shares (810 share acquisition rights)
Issue price and disposal priceThe payment amount per share acquisition right is the option price per share calculated using the Black-Scholes model multiplied by 360 shares. The specific amount is Not disclosed. The exercise price is ¥1 per share.
Amount of funds to be raisedTotal payment amount: Not disclosed. Approximate net proceeds: Not disclosed. The monetary compensation payable to the eligible recipients will be offset against their payment obligations for the share acquisition rights.
Payment date11 May 2026
Intended allotteeName Directors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors), executive officers, directors of subsidiaries, and executive officers of subsidiaries / Number of Employees 39 people / Number of Shares 810 share acquisition rights (equivalent to a maximum of 291,600 shares)
Basis for determining the amount to be paidThe payment amount for the share acquisition rights will be calculated using the Black-Scholes model. The share price will be the closing price for regular trading of the Company's common shares on the Tokyo Stock Exchange on 11 May 2026, or, if there is no closing price, the reference price on the next trading day. The expected remaining life is 15 years, and share price volatility will be based on the closing prices on each trading day from 11 May 2011 to 11 May 2026. The discount rate and premium rate are Not disclosed.
Exercise priceThe initial exercise price is ¥1 per share. The adjustment provisions are Not disclosed (the exercise price is stated to be fixed at ¥1).
Exercise periodFrom 12 May 2026 to 11 May 2056
Number of Stock Acquisition RightsThe total number to be issued is 810 share acquisition rights (the maximum number to be allocated). The number of unexercised rights remaining is Not disclosed.
Conditions for lifting transfer restrictionsIn principle, a holder of share acquisition rights may exercise them from the day after the day on which the holder loses any of the positions of director, audit & supervisory board member, or executive officer of the Company or one of its subsidiaries held on the allocation date. If the exercise commencement date has not been reached by 11 May 2055, the rights may be exercised from 12 May 2055 through 11 May 2056. In the event of a corporate reorganization, the rights may be exercised for 15 days from the day after the approval date.
Reason for acquisition without considerationIf a proposal concerning a merger, company split, share exchange, share transfer, conversion into a company with transfer restrictions, or similar transaction is approved at a general meeting of shareholders, or, where shareholder approval is not required, is approved by the Board of Directors, the Company may acquire the share acquisition rights without consideration on a date separately determined by the Company's Board of Directors.
Categories and Number of Persons CoveredDirectors of the Company (excluding directors who are Audit and Supervisory Committee members and outside directors), executive officers, directors of subsidiaries, and executive officers of subsidiaries: total of 39 people and 810 share acquisition rights (the number of people and allocation by category are Not disclosed)
Total Stock-Based CompensationCash compensation equivalent to the total payment amount for the share acquisition rights. The specific amount and compensation limit are Not disclosed.
Procedures under the Corporate Code of ConductAt a Board of Directors meeting held on 23 April 2026, the terms of the offering were determined and the Company resolved to conduct the offering. Whether an independent third-party opinion was obtained and whether shareholder consent was confirmed are Not disclosed.
Items this document does not state (13)
Total issue valueEstimated issuance expensesSpecific use of fundsIntended allottee's holding policyDilution RateTotal number of issued sharesTransfer restriction periodUnderwriter / 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 motivate management to remain mindful of performance and the share price from a more medium-term perspective, and to further enhance the willingness and morale to contribute to an increase in the share price and 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 Regarding the Allotment of Stock Options (Share-Based Compensation Stock Options) (Share Acquisition Rights) | Funai Soken Holdings Incorporated (9757) timely disclosure | Komori