Nxera Pharma has withdrawn the 10% ceiling it set on share-based pay in 2024, and says that ceiling would have been breached by a new executive option plan announced on 20 October 2026.
What the executives can receive
The board resolved to issue 66,500 share acquisition rights, which Nxera calls stock options, to its three executive officers. Each right covers 100 common shares, so the maximum is 6,650,000 shares. The chief executive's allocation is 5,000,000 shares, the CFO's 1,100,000 and the COO's 550,000. The rights are allotted on 20 November 2026 with no payment, and the exercise price is ¥1 per share.
The maximum equals about 7.2% of the 92,615,359 shares outstanding on 20 October 2026. Nxera says that outcome needs every hurdle met, including the last at ¥10,000, and every right exercised. Each of the five equal tranches equates to about 1.4%, and the first two together to about 2.9%.
Vesting is separate from exercise
In the ordinary course, a tranche vests only if the average daily volume-weighted price over any 20 consecutive trading days in the five-year performance period reaches its hurdle: ¥2,200, ¥3,350, ¥4,500, ¥6,500 or ¥10,000. The holder must still be an executive officer when the hurdle is met, and unmet tranches lapse. In a change of control, unvested tranches vest only if the per-share price offered or paid in the transaction is at or above their hurdle. Exercise generally cannot start until three years after allotment and must happen within ten years.
Nxera states that the hurdles decide vesting only and are not a forecast, target or guarantee of its share price, market value or results. Lapsed rights will not be reissued, and no further grants are planned under the plan.
The cap and the amended filing
The 2024 cap limited shares issued under all share-pay schemes to 10% of issued shares and was due to lapse once the 2024 restricted stock units finished vesting in May 2027. Nxera says the new plan comes earlier and, with existing awards, would exceed it. The company also plans to review future restricted-stock grants to these executives at a compensation committee meeting in early 2027.
A same-day amendment to the April 2024 securities registration statement for the 21st restricted-stock-unit issue deletes the cap paragraph. The 834,110-share issue figure is unchanged.
Nxera says the effect on its December 2026 consolidated results is still under review.