[Disclosure] Celltrion 068270 to Dispose of 5,094 Treasury Shares Worth Approx. KRW 746.79M for Employee Stock Option Exercise

Source Fact: Financial Supervisory Service DART / 2025-10-22

Disclosure Type: Report on Major Management Matters / Decision on Disposal of Treasury Shares

💡 3-Second Summary

Celltrion has decided to dispose of 5,094 common treasury shares at KRW 146,601 per share—amounting to approximately KRW 746.79M in total—to deliver shares following the exercise of stock options by its employees.

📊 1. [Summary of Core Disclosure Content and Key Figures]

On October 22, 2025, Celltrion determined to transfer treasury shares to support executive and employee stock option exercises. The primary metrics of the transaction are as follows:

• Disposal Shares & Pricing
  • Number of Shares to Dispose: 5,094 common shares
  • Disposal Price per Share (Exercise Price): KRW 146,601 per share
  • Total Estimated Disposal Value: KRW 746,785,494 (Approx. KRW 746.79M)
    • Note: The stock options were originally granted on March 25, 2022, and the closing price of Celltrion’s common stock on the day prior to the decision was KRW 178,700.
• Disposal Period & Method
  • Disposal Date: October 22, 2025 (completed on a single day)
  • Disposal Purpose: Provision of treasury shares upon the exercise of employee stock options
  • Disposal Method: A non-market direct transfer (“Other” classification) from Celltrion’s corporate treasury account directly to the personal brokerage accounts of the exercising employees (no external broker-dealer commissioned).
• Status of Treasury Shares Prior to Disposal
  • Shares acquired within the dividendable profit limit: 7,170,560 common shares (3.1% stake)
  • Shares acquired through other methods: 5,182,369 common shares (2.2% stake)
  • Total Treasury Stock Balance: 12,352,929 common shares (as of the reporting date)

📈 2. [Expert Insight: What This Disclosure Means for Investors]

• Efficient Capital Management Preventing Outflow and Dilution Celltrion has selected a treasury share transfer method instead of issuing new shares to settle the stock option exercises. This prudent structure avoids immediate cash outflows for executive compensation while preventing the dilution of existing shareholders’ equity.
• Negligible Dilution Impact While stock option exercises can raise concerns about potential equity dilution, the number of shares being transferred (5,094 shares) represents 0.00% of Celltrion’s total outstanding shares. Thus, the actual impact on EPS (Earnings Per Share) and overall shareholder dilution is virtually zero.
• No Open Market Selling Pressure Because the shares are being transferred directly to the employees’ individual brokerage accounts in an off-market transaction, this disposal does not involve active selling on the open stock exchange. Consequently, it is highly unlikely to generate immediate market overhang or downward price pressure.

📝 Editor’s Comment (by K-STOCK Editor)

Celltrion’s decision to settle its employee stock options using existing treasury shares is a highly investor-friendly approach to corporate governance. Rather than diluting existing shareholders by printing new stock, the company is using a tiny fraction (0.00%) of its carefully accumulated treasury stock to reward its workforce. With the exercise price (KRW 146,601) sitting comfortably below the previous day’s closing price (KRW 178,700), it represents a well-timed execution of employee benefits. Because the total size is small and the transaction occurs off-market, this event is fundamentally and technically neutral for the broader market.

📢 Disclaimer & Source Information

Source: This content was structured and newly written based on the official data submitted to the Financial Supervisory Service’s Electronic Disclosure System (DART).

Investment Risk Advisory: This information is provided for informational and linguistic reference purposes only. Under no circumstances does it constitute financial advice or a recommendation to buy or sell specific stocks. All investment decisions and financial liabilities remain solely with the investor.

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