The Tokyo Stock Exchange approved FOLIO Holdings on November 12 for a Growth-market listing planned for December 17, 2026, SBI Holdings said. Approval is not a completed listing: the offer price, the underwriting split and the final share counts are all still open.
What is on offer
FOLIO's securities registration statement, filed the same day, covers 3,050,000 new shares and 13,899,500 existing shares sold through underwriters. Daiwa Securities would add up to 2,542,400 borrowed shares in an over-allotment. The cover estimates the new-share offering at ¥2.24bn, the underwritten sale at ¥12.02bn and the over-allotment at up to ¥2.20bn. All three rest on an indicative price of ¥865 a share.
The provisional price range is due on December 1 and pricing on December 9. Applications run from December 10 to December 15, payment is due December 16 and delivery is set for December 17.
The company expects net proceeds of about ¥2.58bn. It plans ¥1.0bn for the capital of its brokerage subsidiary FOLIO, ¥82mn for specialist hires and ¥1.5bn to repay borrowings. SBI is not the largest seller in the base deal. LINE Yahoo offers 8,218,500 shares against 1,200,000 from SBI's holding vehicle, SBIFS.
How much SBI keeps
SBIFS holds 40,005,800 shares, or 68.8% of voting rights. It would sell up to 3,742,400 shares, including those lent for the over-allotment. SBI Ventures Two, which holds 341,200 shares, is not selling. SBI says FOLIO stays a consolidated subsidiary after listing.
| Scenario | SBIFS shares (voting) | Group incl. SBI Ventures Two (voting) |
|---|---|---|
| Before the sale | 40,005,800 (68.8%) | 40,347,000 (69.4%) |
| After, without over-allotment | 38,805,800 (63.4%) | 39,147,000 (64.0%) |
| After, over-allotment at cap | 36,263,400 (59.3%) | 36,604,600 (59.8%) |
The over-allotment is the swing factor. SBI's figures assume it runs to its cap. From the listing date to January 14, 2027, Daiwa may buy shares in the market to return the borrowed stock. It does not plan to exercise its option to acquire shares from the lender for the number of shares it buys that way, and it may buy none or stop before reaching the cap.
The independence question
SBI Securities is one of four joint lead underwriters. Because SBI Holdings, its parent, holds more than 15% of FOLIO's votes, the prospectus names Daiwa as the independent underwriter. Daiwa takes part in pricing talks with SBI Securities. Its agreement lets it walk away from a price it judges inappropriate, which cancels the deal. It also gets the same demand information as SBI Securities and receives no extra fee. These are safeguards on paper, and the filing cannot show how they work in practice.
The prospectus is candid about divergent interests. SBI can influence director elections through its votes, and a sale by SBI, or fear of one, could weigh on the share price. Group companies supplied 58% of operating revenue in the year to March 2026, down from 69% a year earlier. Related-party deals go to a special committee of independent outside directors and auditors before the board votes. Only 25.1% of shares are expected to be freely tradable at listing.
The year to March 2026 brought operating revenue of ¥4.35bn and a net profit attributable to owners of ¥573.7mn, against a ¥2.34bn loss a year earlier. Ordinary profit was ¥163.8mn, and the net figure includes a ¥441.4mn deferred-tax credit. Lock-ups on SBIFS and other holders run to June 14, 2027, and for Mitsui and one fund to March 16, 2027. The lead underwriters can waive them at their discretion.