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Rakuten's 72.35% Rakuten Bank holding includes 181 million non-voting shares

Rakuten Group's 72.35% holding in Rakuten Bank includes 181,470,943 non-voting Class A shares, and an agreement with the bank requires its consent before they convert to common stock unless the group's votes stay at 50% or less.

By Tokyo Brief DeskOct 5, 20262 min readRakuten Bank, Ltd.5838
Stacked solid and translucent blocks representing voting and non-voting shares, separated by a gate at a half-way mark on a gauge.

Rakuten Group reports a 72.35% holding in Rakuten Bank, but the figure measures shares, not votes. Of the 293,293,023 shares in the group's large-shareholding report, 181,470,943 are Class A shares with no voting rights.

The report is change report No. 002, filed on 5 October 2026 for a reporting obligation that arose on 1 October. Rakuten Group filed alone, with no joint holders.

How the ratio is built

The report divides the 293,293,023 shares held by 405,407,096 shares outstanding as of 1 October 2026. It lists no potential shares, such as warrants or convertible bonds, on top. The prior report put the ratio at 49.27%. The stated reasons for the new filing are an increase of one percentage point or more and a change to a material contract.

The report states the Class A shares carry a right to be exchanged for Rakuten Bank common shares. It gives no voting-rights percentage. Tokyo Brief reported on 1 October that Rakuten Group held 49.95% of Rakuten Bank's votes, and this report does not restate that figure.

What happened on 1 October

The report lists three off-market transactions, all dated 1 October 2026:

  • Rakuten Group acquired 207,330,443 Class A shares through a share delivery, shown as 51.14% on the report's measure.
  • It exercised the acquisition right on 25,859,500 of those Class A shares and disposed of them.
  • In exchange it acquired 25,859,500 common shares, shown as 6.38%.

The report lists no unit price for any of the three.

The consent restriction

Rakuten Group has agreed with Rakuten Bank that it will not exercise the acquisition right on its Class A shares, and take delivery of common shares, without the bank's prior written consent. There is one carve-out: the group may exercise the right without consent only to the extent that its voting ratio in the bank immediately afterwards stays at 50% or less.

The agreement is the material-contract change the report flags. Rakuten Group states its purpose as holding the shares as a stable shareholder and reports no significant proposals to the bank. The 181,470,943 Class A shares it still holds therefore sit behind that consent condition.