Skip to content

Weekday Japan business intelligence for finance professionals.

Join the list
Tokyo Brief東 京 ブ リ ー フJapan's day, wrapped and delivered by morning.

Article

BASE's top shareholder lifts stake to 24.52% and ends his hands-off voting stance

BASE's largest shareholder holds 24.52%, up from 23.32%, largely funded by margin credit, and says he will assess each director at the ballot box and propose a committee-based board once SBINM's tender offer ends.

By Tokyo Brief DeskOct 13, 20263 min read
Abstract diagram of stacked share blocks approaching a threshold line, beside ballot slips and a simplified board table.

BASE's largest shareholder, an individual filer, now holds 24.52% of the Tokyo-listed company, up from 23.32% in his previous report, and has dropped his earlier policy of not exercising voting rights. The change comes from his large-shareholding change report No. 10, filed on 13 October 2026 with the Kanto Local Finance Bureau, with the reporting obligation arising on 5 October.

The stake

The shareholder reported 28,916,186 shares against 117,937,657 shares outstanding as of 5 October. The report lists two on-market purchases: 3,288,000 shares on 2 October (2.79% of shares outstanding) and 1,412,000 shares on 5 October (1.20%). It gives no purchase prices.

The buying was largely financed through margin trading. He has a long position of 21,282,700 BASE shares bought on margin from a securities company. Of ¥11.83bn in total acquisition funds, ¥3.11bn is his own money and ¥8.72bn is margin credit from that firm. The report lists no bank borrowings.

From silent holder to active voter

He says a one-year period of friendly engagement has convinced him that BASE's decision-making and board oversight need to improve. A confidentiality agreement signed with BASE on 29 August 2025 was extended twice and ended on 28 August 2026.

He says he doubts that internal controls are effective at ensuring directors act lawfully and properly. He points to how BASE makes decisions on shareholder matters, how it checks the accuracy of what it tells shareholders, and how it identifies and corrects problems. These are his own assessments; the report does not present them as established findings.

He therefore says he is reversing his earlier policy of not exercising voting rights. He will evaluate each director's judgment, explanations and oversight record and may vote against the election of individual directors.

What he says comes next

After the tender offer that SBINM LLC began for BASE common stock on 31 August 2026 ends, he plans to make a proposal to BASE on a significant change in board composition. He specifies a move to a company with a nominating-committee structure. The proposal may come outside the formal shareholder-proposal procedure. This is a stated plan, not a motion before BASE's shareholders.

He also says he aims to hold more than 30% of voting rights, to make his voting and engagement more effective. Any acquisition of 30% or more, he says, would follow the tender-offer rules in Japan's Financial Instruments and Exchange Act and other applicable law. His reported 24.52% is measured against shares outstanding, and the report gives no voting-rights percentage.

He says he still backs the capital and business alliance that SBI Holdings and BASE signed on 28 August 2026, and sees it as compatible with voting for better board oversight. He adds that he will examine any takeover-defence measure or third-party share allotment case by case, and will consider legal steps such as a provisional injunction if he finds grounds.

Earlier Tokyo Brief coverage