Rakuten Bank became the sole owner of Rakuten Card and of Rakuten Securities Holdings on October 1, when the share-delivery step of the Rakuten Group fintech reorganization took effect. Rakuten Bank now holds 100% of the voting rights in each, and Rakuten Group and Mizuho Bank received newly issued shares of the bank as consideration.
Who owned Rakuten Card before and after
In its extraordinary report, Rakuten Card said Rakuten Bank acquired all 84,128 of its ordinary shares and became its new parent. Before the change, Rakuten Group held 71,509 shares (85.0002%) and Mizuho Bank held 12,619 shares (14.9998%). After it, neither is listed as a major shareholder of the card company.
The report also gives the chain of control: Rakuten Bank is now Rakuten Card's wholly owning parent, and Rakuten Group is Rakuten Bank's parent. Rakuten Card's immediate parent has therefore changed, but the wider group still sits above it.
Rakuten Bank's notice says it took 399,044,000 shares of the securities holding company, also 100% of its voting rights. Both holdings cleared the minimum share counts set in the share-delivery plan, which was a condition for the deal taking effect.
What Rakuten Bank paid with
Rakuten Bank issued 230,890,116 new Class A shares as consideration: 157,066,976 for Rakuten Card's shareholders and 73,823,140 for those of the securities holding company. Of the total, 207,330,443 went to Rakuten Group and 23,559,673 to Mizuho Bank.
Immediately afterwards, Mizuho converted all of its Class A shares into ordinary shares, one for one. Rakuten Group converted 25,859,500 of its Class A shares. Rakuten Bank now has 223,936,153 ordinary shares in issue.
| Holder | Ordinary shares | Share of ordinary shares | Share of voting rights |
|---|---|---|---|
| Rakuten Group | 111,822,080 | 49.93% | 49.95% |
| Mizuho Bank | 23,559,673 | 10.52% | 10.52% |
Mizuho therefore stopped being a direct major shareholder of Rakuten Card but now holds 10.52% of Rakuten Bank's ordinary shares and voting rights. Its position moved up the chain; it did not leave the arrangement. Rakuten Group's ordinary shares are 49.93% of the bank's ordinary shares, just short of half, and 49.95% of its voting rights.
Preconditions and the tax charge
The deal could only take effect once businesses outside the reorganization had been moved out. Rakuten Bank's notice lists the transfer of 95.28% of Rakuten Payment from Rakuten Card to Rakuten Group, a dividend in kind of Rakuten Wallet shares from the securities holding company to Rakuten Group, and the transfer of a 1% stake in a Taiwan bank to Rakuten Life Insurance.
Rakuten Group said the Rakuten Payment share transfer produced a gain at Rakuten Card, and it expects to book about ¥23.0bn of corporate income tax expense in its third-quarter consolidated results for the year to December 2026. The gain on that transaction is eliminated on consolidation, so it does not appear in the group accounts. The tax figure is Rakuten Group's own estimate as of October 1 and may change after audit.
Rakuten Bank said the effect on its consolidated results for the year to March 2027 is still being examined. It said it will announce promptly any matter requiring disclosure that becomes known.
The amendments to Rakuten Bank's articles also took effect. They create the Class A share class and raise authorized shares to 1.5 billion, of which 1.2 billion are ordinary and 300 million are Class A.