SON Financial G.K. has agreed to sell its entire holding in GungHo Online Entertainment (TSE: 3765) to Sony Music Entertainment. The stock transfer agreement, signed August 28, 2026, covers all 12,006,500 shares SON Financial holds, a 22.58% stake out of the 53,161,416 shares GungHo has outstanding. Execution is scheduled for December 30, 2026, or another date the two sides agree separately.
SON Financial's change report was triggered by a shift in its disclosed material contracts, not by any change in stake size, which is unchanged at 22.58% from the prior report. The filing lists SON Financial as the sole reporting holder.
Alongside the new transfer agreement, the filing discloses three other contracts covering large parts of the same share block: a pledge of 3,182,400 shares to Mizuho Bank, a pledge of 2,600,000 shares to Daiwa Securities, and a securities-lending agreement covering 1,200,000 shares with Tokai Tokyo Securities. The filing does not say whether or how those arrangements will be unwound before the shares move to Sony Music.
| Contract type | Shares | Counterparty |
|---|---|---|
| Pledge agreement | 3,182,400 shares | Mizuho Bank |
| Pledge agreement | 2,600,000 shares | Daiwa Securities |
| Securities lending agreement | 1,200,000 shares | Tokai Tokyo Securities |
| Stock transfer agreement | 12,006,500 shares | Sony Music Entertainment |
Sony Music's own large-shareholding report, filed the same day, shows it agreed to buy the block off-market at ¥2,385 a share, funding the ¥28.6bn purchase entirely from its own cash, with no borrowing. Sony Music describes the purchase as part of a capital and business alliance agreement it signed with GungHo on August 28, 2026.
That alliance carries conditions binding GungHo even before the shares change hands. Until closing, GungHo needs Sony Music's written consent before issuing or disposing of shares, splitting or consolidating stock, or taking any action that would push the Sony Music group's stake below 22.65%. Sony Music also holds the right to subscribe for new shares to keep its ownership ratio intact, though the effect of these provisions is suspended if the group's voting stake ever drops below 15%.
The transfer is due to close December 30, 2026, tying up a stake SON Financial assembled through a string of mergers, including a 2021 merger with SON Financial K.K. and 2025 mergers with SON Capital Partners G.K. and Fractal Media K.K.. Whether the pledged and lent-out portions of the block get released before then is not addressed in either filing.