Mar.05.2026
Corporate

Notice concerning Introduction of Long-Term Incentive Stock Plan for Employees of Deciphera, the U.S. Subsidiary

PDF(151 KB)

Osaka, Japan, March 5, 2026 - Ono Pharmaceutical Co., Ltd. (Headquarters: Osaka, Japan; President and COO: Toichi Takino; “Ono”) announced that it resolved to introduce a long-term incentive stock plan (“the Plan”) for the employees (“the Employees”) of Ono’s U.S. subsidiary, Deciphera Pharmaceuticals, Inc. (“Deciphera”), at a meeting of the Board of Directors held on March 5, 2026, as described below.

  1. Implementation of the Plan

    1. Ono is pursuing a strategy to become a Global Specialty Pharma, and as part of this initiative, it has been actively developing global business. As a company that plays an important role in developing the global business, Deciphera is expected to further deepen cooperation within Ono’s Group and accelerate its growth. In light of this situation, Ono has decided to implement the Plan for the purpose of enhancing the Employees engagement and strengthening their awareness of enhancing corporate value in the medium to long term.
    2. The Plan adopts a mechanism called the “Employee Stock Ownership Plan” Trust (“ESOP Trust”). The ESOP Trust is an employee incentive plan that aligns with the U.S. ESOP scheme. In this framework, shares acquired by the ESOP Trust are allocated to the Employees who meet the criteria outlined in the predetermined Share Delivery Policy.
    3. The Plan is designed to provide the Employees with the potential financial benefits of an increase in the stock price of Ono’s shares. This is expected to encourage the execution of operations with an awareness of the stock price and enhance engagement.
      Additionally, the exercise of voting rights on Ono’s shares belonging to the ESOP Trust represents a mechanism to reflect the intent of the beneficiary Employees. This approach is also effective in encouraging employee participation in management and enhancing corporate value.

    (*) With the introduction of the Plan, Ono has concurrently resolved to dispose of 8,398,300 shares (20,454 million yen), out of 28,785,143 shares of treasury stock held by Ono (as of September 30, 2025), to the ESOP Trust. For details, please refer to the “Notice concerning Disposal of Treasury Shares by Third-Party Allotment” which was separately announced on March 5, 2026.

  2. Mechanism of the Plan

    Mechanism of the Plan
  1. [1]Ono and Deciphera shall implement the necessary procedures, including the resolution of the Board of Directors regarding the introduction of the Plan.
  2. [2]Deciphera will establish the Share Delivery Policy for the Plan.
  3. [3]Ono will establish an ESOP trust and contribute funds, designating eligible employees as beneficiaries.
  4. [4]The ESOP Trust will acquire a number of Ono’s shares from Ono (disposition of treasury stock) expected to be granted to beneficiaries within the trust period, subject to the instructions of the Trust Administrator, generated from the money contributed in [3].
  5. [5]As with other Ono’s shares, dividends will be paid to Ono’s shares within the ESOP Trust.
  6. [6]The ESOP trust exercises the voting rights of the shares during the trust period in accordance with instructions from the Trust Administrator, reflecting the intentions of the employees.
  7. [7]Ono shall grant and pay Ono’s shares and an amount equivalent to the proceeds from the sale of a portion of Ono’s shares for tax purposes to the Employees who meet the requirements under the Share Grant Regulations.
  8. [8]Deciphera will pay the settlement money to Ono after shares are granted to the Employees.
  9. [9]Any residual shares generated upon expiration of the trust period shall be used in the ESOP Trust as a new plan by changing the trust agreement and making an additional trust, or transferred from the ESOP Trust to Ono free of charge and written off by the resolution of the Board of Directors.
  10. [10]Remaining dividends on Ono’s shares in the ESOP Trust generated at the expiration of the trust period will be used as share acquisition funds if the ESOP Trust is continuously used. However, if the ESOP Trust is terminated due to the expiration of the trust period, the portion exceeding the trust expense reserve will be donated to an organization that has no interest with Ono.

Note:

During the trust period, if a shortage in the number of shares within the ESOP Trust is likely to occur, or if there is a possibility that money in the trust assets is insufficient for the payment of trust compensation/trust expenses, money may be additionally trusted with the ESOP Trust.

[For your reference]

●Trust Agreement Summary
Type of Trust A monetary trust, with the exception of trusts for specific individual management (third-party-benefit trust)
Purpose of the Trust To grant incentives to the Employees who meet the beneficiary requirements
Settlor Ono
Trustee Mitsubishi UFJ Trust and Banking Corporation
(Co-trustee: The Master Trust Bank of Japan, Ltd.)
Beneficiary The employees who meet the beneficiary requirements
Trust Administrator A third party who has no conflict of interest with Ono (certified public accountant)
Trust agreement date Scheduled on March 23, 2026
Trust period Scheduled from March 23, 2026 to March 31, 2029）
Exercise of voting rights The Trustee shall exercise the voting rights of Ono’s shares in accordance with the instructions of the Trust Administrator, reflecting the intent of the beneficiary candidates.
Class of shares acquired Ono’s common stock
Total amount of shares acquired 20,454 million yen
Method of acquisition of shares Acquired through the allocation of treasury stock to a third party
Back to List