Chiba Bank and The Chiba Kogyo Bank, Ltd. have turned their March management integration agreement into a finalised share-transfer plan. Their boards resolved on the plan on 30 September 2026 to create Chiba Financial Group, Inc. as the parent of both banks, and the banks, represented by their presidents, signed it the same day. The step is reported in an amended extraordinary report from Chiba Kogyo Bank.
How the swap works
Under the plan, each bank's shareholders receive shares of the new holding company, and both banks become wholly owned subsidiaries. Holders of common shares in either bank get one holding-company common share for each share they own.
Chiba Kogyo Bank's Series 2 Class 6 and Class 7 preferred shareholders are treated differently. They receive holding-company common shares on a formula: ¥20,000 for each Class 6 share and ¥500,000 for each Class 7 share, each divided by the average closing price of Chiba Bank common stock over the ten trading days from 5 to 18 March 2027. The resulting ratio is rounded to two decimal places.
The holding company will have capital of ¥150bn and a capital reserve of ¥37.5bn, with 2bn authorised shares. Its net assets and total assets are listed as undetermined.
Timetable and approvals
| Step | Date | Status |
|---|---|---|
| Both boards resolve on the share-transfer plan and the banks sign it | 30 September 2026 | Done |
| Extraordinary shareholder meetings at both banks, plus a Chiba Kogyo Bank common-shareholder class meeting | 23 December 2026 | Planned |
| Tokyo Stock Exchange delisting of both banks | 30 March 2027 | Planned |
| Holding-company registration (effective date) and share listing | 1 April 2027 | Planned |
The plan lapses if shareholders of either bank, or Chiba Kogyo Bank's common shareholders voting as a class, do not approve it. It also lapses if the required regulatory authorisations are not obtained, or if the banks call the transfer off. The plan names approval under Article 52-17 of the Banking Act and approval under a special competition-law statute covering regional bus and banking services, and says the list is not limited to those two.
The banks can also change the terms or cancel the transfer by mutual agreement if either suffers a material change in financial or business condition, or if something seriously obstructs completion. The filing adds that dates may move if the procedure requires it.
Who runs it
The plan names ten founding directors, five of them outside directors. Chiba Bank's president is slated to become president of the holding company, and Chiba Kogyo Bank's president vice president. Both are to serve as representative directors. One of the founding outside directors is currently a Chiba Kogyo Bank outside director, and he or she is on the audit committee. The holding company plans to register its five outside directors as independent directors with the Tokyo Stock Exchange.
Dividends and ownership
For the year to March 2027, the plan lets Chiba Bank pay dividends on a payout ratio of at least 40% and buy back shares within its required capital range. Chiba Kogyo Bank may pay up to ¥20 per common share, plus dividends on its preferred shares according to their terms.
Chiba Bank already owns 11,812,000 Chiba Kogyo Bank shares, 19.12% of those outstanding excluding treasury stock at the end of March 2026. A wholly owned Chiba Bank securities subsidiary holds a further 22,520 shares, or 0.03%. The filing reports no personnel or business relationship between the banks.
For scale, Chiba Bank reported consolidated total assets of ¥21.21tn at the end of March 2026 and consolidated profit attributable to owners of the parent of ¥94.0bn for the year to that date.