ITOCHU Corporation's self-tender offer for its own shares closed oversubscribed. Investors offered up 83,403,785 shares against a planned purchase of 82,735,700, so the trading house allocated the buy on a pro-rata basis and ended up taking 82,735,750 shares at ¥1,813 apiece. The offer ran twenty business days, from August 4 to September 1, with Daiwa Securities acting as tender agent and settlement due to begin September 28.
The tender offer was only the first half of a larger plan. ITOCHU's board resolved on August 3 to buy back up to 190 million shares, about 2.7% of shares outstanding excluding treasury stock, for up to ¥300bn between August 4, 2026 and January 29, 2027. With the tender consuming roughly half that budget, ITOCHU said it would begin open-market purchases on the Tokyo Stock Exchange from September 2, capped at approximately ¥150bn, to work through the rest of the authorization before the program's late-January deadline.
| Phase | Period | Amount | Method |
|---|---|---|---|
| Tender offer | Aug 4 - Sep 1, 2026 | 82,735,750 shares bought at ¥1,813 each, against 83,403,785 tendered | Pro-rata allocation (oversubscribed) |
| Market purchases | From Sep 2, 2026 | Up to roughly ¥150bn remaining | Open-market purchases on the Tokyo Stock Exchange |
| Total authorization | Aug 4, 2026 - Jan 29, 2027 | Up to 190 million shares (about 2.7% of shares outstanding excluding treasury stock); up to ¥300bn | Board resolution of Aug 3, 2026 |
For shareholders who tendered, the payout is not taxed the way an ordinary share sale would be. Japanese law treats the portion of the buyback price exceeding ITOCHU's per-share capital contribution as a deemed dividend. That deemed-dividend amount is withheld at 20.315% for resident individual shareholders (income tax, reconstruction surtax and resident tax combined), rising to 20.42% for large shareholders, and at 15.315% for non-resident individual shareholders without a permanent establishment in Japan. For resident individual shareholders, the remaining portion of the payment is treated as transfer proceeds, and any income from that sale, proceeds minus the shareholder's acquisition cost, is in principle subject to separate self-assessment taxation rather than automatic withholding. Non-resident individual shareholders without a permanent establishment in Japan are, in principle, not taxed on that transfer-proceeds portion at all. It is a reminder that Japanese buyback tenders carry a tax wrinkle that a straightforward market sale does not.
With the tender leg done, the next marker for shareholders is the open-market buying itself. It runs on the Tokyo Stock Exchange from September 2 and is bounded by three limits from the board's original resolution: the roughly ¥150bn of budget left over from the ¥300bn total, the overall ceiling of up to 190 million shares across the whole program, and the January 29, 2027 end date, whichever constraint binds first.