Conversion and cancellation of First Series Class 1 Preferred Shares into the Company's common shares, secondary offering of shares, and changes in the major shareholder and largest major shareholder
Tokyo Kiraboshi Financial Group,Inc.; Sumitomo Mitsui Trust Bank, Limited
First Series Class 1 Preferred Shares and the Company's common shares
Sumitomo Mitsui Trust Bank, Limited intends and plans to exercise its acquisition right relating to the First Series Class 1 Preferred Shares, with common shares as consideration
No impact on business performance. Amount: Not disclosed
The changes in the major shareholder and largest major shareholder will have no impact on the Company's business performance. Revision to the earnings forecasts: Not disclosed
Change in voting rights ownership ratio
The voting rights ownership percentage is the proportion of the voting rights exercisable at a shareholders' meeting held by the shareholder.
22,906 voting rights (2,290,600 common shares), 7.67%, as of 31 March 2026
After the change ①: 63,961 voting rights (6,396,171 common shares), 18.82%. After the change ②: 729 voting rights (72,971 common shares), 0.21%. After the change ③ (second acquisition request date): 14,659 voting rights (1,465,932 common shares), 4.14%
The preferred shares are scheduled to be converted into common shares on the first and second acquisition request dates, and all First Series Class 1 Preferred Shares are scheduled to be cancelled as of the second acquisition request date. The settlement date for the offering by the underwriters is the fifth business day after the date on which the offering price and other terms are determined.
The date on which the offering price and other terms are determined is scheduled to fall on one of the days from 19 May 2026 through 22 May 2026. Timing of other subsequent updates: Not disclosed
| Item | Details |
|---|---|
| Event name | Conversion and cancellation of First Series Class 1 Preferred Shares into the Company's common shares, secondary offering of shares, and changes in the major shareholder and largest major shareholder |
| Date of occurrence | 8 May 2026 (date of the Board of Directors' resolution; the acquisition request dates are scheduled to be set as the date on which the offering price and other terms are determined, and the specific dates have not yet been determined) |
| Subject Entity | Tokyo Kiraboshi Financial Group,Inc.; Sumitomo Mitsui Trust Bank, Limited |
| Target Locations / Products | First Series Class 1 Preferred Shares and the Company's common shares |
| Cause | Sumitomo Mitsui Trust Bank, Limited intends and plans to exercise its acquisition right relating to the First Series Class 1 Preferred Shares, with common shares as consideration |
| Amount of Impact on Business Performance | No impact on business performance. Amount: Not disclosed |
| Impact on Earnings Forecast | The changes in the major shareholder and largest major shareholder will have no impact on the Company's business performance. Revision to the earnings forecasts: Not disclosed |
| Voting rights ownership percentage before the change | 22,906 voting rights (2,290,600 common shares), 7.67%, as of 31 March 2026 |
| Voting rights ownership percentage after the change | After the change ①: 63,961 voting rights (6,396,171 common shares), 18.82%. After the change ②: 729 voting rights (72,971 common shares), 0.21%. After the change ③ (second acquisition request date): 14,659 voting rights (1,465,932 common shares), 4.14% |
| Outlook | The preferred shares are scheduled to be converted into common shares on the first and second acquisition request dates, and all First Series Class 1 Preferred Shares are scheduled to be cancelled as of the second acquisition request date. The settlement date for the offering by the underwriters is the fifth business day after the date on which the offering price and other terms are determined. |
| Planned follow-up disclosure | The date on which the offering price and other terms are determined is scheduled to fall on one of the days from 19 May 2026 through 22 May 2026. Timing of other subsequent updates: Not disclosed |
Items this document does not state (14)
These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.
The reasons the company gives
The company's own explanation, not something inferred from the numbers.Sumitomo Mitsui Trust Bank, Limited notified the Company of its intention and plans to submit a request for the acquisition of all of the First Series Class 1 Preferred Shares it holds, with common shares as consideration. The Company also confirmed the bank's intention to sell the common shares it will receive through the conversion and therefore decided to conduct the secondary offering. The Company states that it aims to expand and diversify its shareholder base through the offering. It also states that the change in major shareholders will have no impact on its business performance.