TOKYO, Japan ― Renesas Electronics Corporation (TSE:6723), a premier supplier of advanced semiconductor solutions, today announced that Renesas has withdrawn the Shelf Registration Statement filed on July 18, 2025, and has filed a new Shelf Registration Statement for the issuance of new shares or the disposal of treasury shares.
On July 18, 2025, Renesas decided to grant the restricted stock units (“RSUs”) to employees of Renesas and its subsidiaries on August 1, 2025 under the stock compensation plan (the “Plan”) and filed the aforementioned Shelf Registration Statement for the issuance of new shares or the disposal of treasury shares.
Today, Renesas has decided to grant new RSUs, restricted stock units (restricted stock type) (“RSUs (RS Type)”), performance share units (“PSUs”), and performance share units (restricted stock type) (“PSUs (RS Type)”) to directors, executive officers, executive corporate officers and employees of Renesas, and to employees of its subsidiaries effective May 1, 2026.
| (1) Purpose of Shelf Registration | See above. |
| (2) Class of Securities to be Offered | Shares of common stock of Renesas |
| (3) Scheduled Issue Period | For the period from the scheduled effective date of the Shelf Registration to the date that is two years after such scheduled effective date (From April 18, 2026 to April 17, 2028) |
| (4) Scheduled Issue Amount | Up to 9,300 million yen |
| (5) Use of Proceeds | Shares of common stock of Renesas will be allotted to the relevant directors, executive officers, executive corporate officers and employees in exchange for the contribution of the monetary compensation receivables provided to each relevant directors, executive officers, executive corporate officers and employees, and no proceeds will be gained by Renesas |
(Details of the Plan)
(1) Eligible Grantees
Directors, executive officers, executive corporate officers and employees of Renesas and its subsidiaries.
(2) Overview of RSU
The RSUs granted under the Plan are stock compensation in which Renesas grants the number of units predetermined by Renesas to the Eligible Grantees in advance, and then delivers shares of its common stock to the Eligible Grantees in accordance with the number of units that vest based on the service continuation period. In principle, in the case of Eligible Grantees other than outside directors, one-third of the number of units granted (corresponding to three years) will vest upon the completion of each one-year period, and, in the case of outside directors, the total number of units granted (corresponding to one year) will vest upon the completion of one year of continuous service.
With respect to the RSUs that may be granted in connection with any special situation, such as when RSUs are granted to executives and employees of an acquired company where stock compensation granted by the acquired company are extinguished, or when RSUs are granted in connection with a reduction in the basic salary, Renesas may vest the units in a period different from above.
(3) Overview of RSU (RS Type)
The RSUs (RS Type) granted under the Plan are stock compensation in which Renesas
grants the number of units predetermined by Renesas to the Eligible Grantees in advance, and then delivers shares of its common stock to the Eligible Grantees in accordance with the number of units that vest based on the service continuation period, subject to transfer restrictions that are lifted upon the Eligible Grantee’s termination of service or employment from Renesas or its subsidiaries. In principle, in the case of Eligible Grantees other than outside directors, one-third of the number of units granted (corresponding to three years) will vest upon completion of each one-year period, and, in the case of outside directors, the total number of units granted (corresponding to one year) will vest upon the completion of one year of continuous service.
With respect to the RSUs (RS Type) that may be granted in connection with any special situation, such as when RSUs (RS Type) are granted to executives and employees of an acquired company where stock compensation granted by the acquired company are extinguished, or when RSUs (RS Type) are granted in connection with a reduction in the basic salary, Renesas may vest the units in a period different from above.
(4) Overview of PSU
The PSUs granted under the Plan are stock compensation in which Renesas provides the Eligible Grantees in advance with the units in a number determined by it; vests the units in a number determined in accordance with the growth rate of the total shareholder return of Renesas during a three-year period from April 1 of the year in which the units are granted; and then delivers shares of Renesas’ common stock to such Eligible Grantees in accordance with the vested units.
On the basis of the number of units granted, the number of PSUs will be determined by multiplying a certain coefficient determined in accordance with the growth rate of total shareholders return of Renesas for the period of three years from April 1 of the year in which the PSUs are provided.
(5) Overview of PSU (RS Type)
The PSUs (RS Type) granted under the Plan are stock compensation in which Renesas provides the Eligible Grantees in advance with the units in a number determined by it; vests the units in a number determined in accordance with the growth rate of the total shareholder return of Renesas during a three-year period from April 1 of the year in which the units are granted; and then delivers shares of Renesas’ common stock to such Eligible Grantees in accordance with the vested units, subject to transfer restrictions that are lifted upon the Eligible Grantee’s termination of service or employment from Renesas and its subsidiaries.
On the basis of the number of units granted, the number of PSUs (RS Type) will be determined by multiplying a certain coefficient determined in accordance with the growth rate of total shareholders return of Renesas for the period of three years from April 1 of the year in which the PSUs (RS Type) are provided.
(6) Method and Timing of Delivery of Shares of Renesas
On each vesting date, Renesas, pursuant to determination of the Representative Executive Officer, will allot to the Eligible Grantees the shares of Renesas’ common stock corresponding to the number of units that vest: for RSUs and PSUs, shares of Renesas’ common stock (one share per unit); and for RSUs (RS-type) and PSUs (RS-type), shares of Renesas’ common stock (one share per unit) that are subject to transfer restrictions that are lifted upon the participant’s resignation or retirement from Renesas and its subsidiaries, in exchange for the contribution in kind by such Eligible Grantees of all of the monetary compensation receivables provided to such Eligible Grantees, by way of issuance of new shares of Renesas’ common stock, disposal of treasury shares, or other methods of delivery.
The payment amount per share delivered upon vesting of the units under the Plan is the closing price of the shares of Renesas’ common stock on the Tokyo Stock Exchange on the business day immediately prior to the date of the resolution of the determination of the Representative Executive Officer for the delivery of Renesas’ common stock (or, if no transaction is effected on the same day, the closing price on the most recent trading day prior thereto).
(7) Handling at the time of retirement
The vesting of the units shall be made, in principle, subject to the condition that the Eligible Grantees are directors, executive officers, executive corporate officers, or employees, etc., of Renesas or its subsidiaries at the time of the vesting. However, even if the Eligible Grantees lose their position prior to the vesting of the units, in the event of losses of positions due to causes for the employment contract, etc. or other special circumstances, the number of the shares of Renesas’ common stock to be delivered and the timing of the delivery may be adjusted by the method provided by Renesas. The shares of Renesas’ common stock to be delivered under RSUs (RS Type) and PSUs (RS Type) upon the termination of an Eligible Grantee’s position as a director, executive officer, executive corporate officer, employee or any other similar position of Renesas and its subsidiaries shall be the shares of Renesas’ common stock that are not subject to transfer restrictions.
(8) Transfer restrictions of Renesas’ common stock delivered under RSUs (RS Type) and PSUs (RS Type)
The Eligible Grantee may not transfer, pledge, or otherwise dispose of the shares of Renesas’ common stock delivered upon vesting of RSUs (RS Type) or PSUs (RS Type) from the date of receipt until the date on which the Eligible Grantee ceases to hold any position as a director, executive officer, executive corporate officer or employee of Renesas or its subsidiaries. In addition, during the period until the expiration of the transfer restriction period, if the Eligible Grantee breaches any provision of the terms and conditions of the Plan established by Renesas, or violates any laws, regulations or internal rules and is dismissed or subject to disciplinary action equivalent to dismissal or any similar action, Renesas will acquire such shares without compensation.
About Renesas Electronics Corporation
Renesas Electronics Corporation (TSE:6723) empowers a safer, smarter and more sustainable future where technology helps make our lives easier. A leading global provider of microcontrollers, Renesas combines our expertise in embedded processing, analog, power and connectivity to deliver complete semiconductor solutions. These Winning Combinations accelerate time to market for automotive, industrial, infrastructure and IoT applications, enabling billions of connected, intelligent devices that enhance the way people work and live. Learn more at renesas.com. Follow us on LinkedIn, Facebook, Twitter, YouTube, and Instagram.
(FORWARD-LOOKING STATEMENTS)
The statements in this press release with respect to the plans, strategies and financial outlook of Renesas and its consolidated subsidiaries (collectively “we”) are forward-looking statements involving risks and uncertainties. Such forward-looking statements do not represent any guarantee by management of future performance. In many cases, but not all, we use such words as “aim,” “anticipate,” “believe,” “continue,” “endeavor,” “estimate,” “expect,” “initiative,” “intend,” “may,” “plan,” “potential,” “probability,” “project,” “risk,” “seek,” “should,” “strive,” “target,” “will” and similar expressions to identify forward-looking statements. You can also identify forward-looking statements by discussions of strategy, plans or intentions. These statements discuss future expectations, identify strategies, contain projections of our results of operations or financial condition, or state other forward-looking information based on our current expectations, assumptions, estimates and projections about our business and industry, our future business strategies and the environment in which we will operate in the future. Known and unknown risks, uncertainties and other factors could cause our actual results, performance or achievements to differ materially from those contained or implied in any forward-looking statement, including, but not limited to, general economic conditions in our markets, which are primarily Japan, North America, Asia, and Europe; demand for, and competitive pricing pressure on, products and services in the marketplace; ability to continue to win acceptance of products and services in these highly competitive markets; and fluctuations in currency exchange rates, particularly between the yen and the U.S. dollar. Among other factors, downturn of the world economy; deteriorating financial conditions in world markets, or deterioration in domestic and overseas stock markets, may cause actual results to differ from the projected results forecast.
This press release is based on the economic, regulatory, market and other conditions as in effect on the date hereof. It should be understood that subsequent developments may affect the information contained in this presentation, which neither we nor our advisors or representatives are under an obligation to update, revise or affirm.
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