Sansan issues performance-linked stock options to directors

Sansan, Inc. announced on September 16, 2025, the issuance of two series of stock acquisition rights to its directors. The Series 18 Stock Acquisition Rights, totaling 1,940 rights for five directors, are tax-qualified stock options with a stock price condition. The Series 19 Stock Acquisition Rights, comprising 1,147 rights for five directors, are performance target-linked stock options with a charge, issued at JPY4,800 per right based on a Monte Carlo simulation.

Both series aim to enhance director motivation and align interests with shareholders, with exercise prices for both set at JPY1,943 per share. The exercise period for Series 18 runs from August 27, 2027, to August 26, 2035, conditional on the common stock closing price exceeding JPY3,987. Series 19 also has an exercise period from September 17, 2027, to August 26, 2035, and similar stock price conditions, but also includes additional performance criteria related to consolidated net sales and adjusted operating profit for the fiscal year ending May 31, 2027.

The maximum dilution from Series 18 is projected at 0.15% of issued shares as of August 2025, while Series 19 is expected to result in approximately 0.09% dilution. Both issuances include malus clauses, allowing forfeiture of unexercised rights under specific circumstances, such as serious violations of laws or internal rules.